UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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American Woodmark Corporation

(Name of Registrant as Specified In Its Charter)

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561 Shady Elm Road

Winchester, Virginia 22602

Notice of Annual Meeting of Shareholders

TO THE SHAREHOLDERS OF

AMERICAN WOODMARK CORPORATION:

The Annual Meeting of Shareholders (“("Annual ~~Meeting”~~Meeting") of American Woodmark Corporation (the ~~“Company”~~"Company") will be held at American Woodmark Corporation, 561 Shady Elm Road, Winchester, Virginia, on Thursday, August ~~20, 2020,~~26, 2021, at 9:00 a.m., Eastern Daylight Time, for the following purposes:



		1.	To elect as directors the ~~seven~~nine nominees listed in the attached proxy statement to serve a one-year term on the ~~Company’s~~Company's Board of Directors;
		2.	To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending April 30, ~~2021;~~2022;
		3.	~~To consider and vote upon the extension of the Company's 2015 Non-Employee Directors Restricted Stock Unit Plan;~~
4.	To approve on an advisory basis the ~~Company’s~~Company's executive compensation; and
		5.4.	To transact such other business as may properly come before the Annual Meeting or any adjournments thereof.

Only shareholders of record of shares of the ~~Company’s~~Company's common stock at the close of business on June ~~19, 2020~~18, 2021 will be entitled to vote at the Annual Meeting or any adjournments thereof.

We intend to hold the Annual Meeting in person. However, we are actively monitoring COVID-19 as part of our effort to maintain a healthy and safe environment at the Annual Meeting. In the event it is not possible or advisable to hold the Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, details on how to participate will be issued by press release, posted on our website, and filed with the Security and Exchange Commission as additional proxy material. In any event, we strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted. We also encourage you to review guidance from public health authorities if you plan to attend the Annual Meeting in person.

Whether or not you plan to attend the Annual Meeting, please mark, sign, and date the enclosed proxy and promptly return it in the enclosed envelope. If for any reason you desire to revoke your proxy, you may do so at any time before it is voted.

All shareholders are cordially invited to attend the Annual Meeting.



			By Order of the Board of Directors
			~~M. Scott Culbreth~~Paul Joachimczyk
			Secretary

July ~~7, 2020~~9, 2021

AMERICAN WOODMARK CORPORATION

561 Shady Elm Road

Winchester, Virginia 22602

Proxy Statement

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. This Proxy Statement will be mailed to shareholders of American Woodmark Corporation (the ~~“Company”~~"Company," "American Woodmark" or "us") on or about July ~~7, 2020.~~9, 2021.



Annual Stockholders meeting

Date			August ~~20, 2020~~26, 2021

Time			9:00 a.m. Eastern Daylight Time

Place			American Woodmark Corporation Corporate Office
			561 Shady Elm Road
			Winchester, Virginia 22602

Record date			June ~~19, 2020~~18, 2021

Voting			Stockholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on.



Meeting Agenda

•Election of ~~seven~~nine directors

•Ratification of KPMG LLP as our independent registered public accounting firm for fiscal year ~~ended~~ending April 30, ~~2021~~2022 ("fiscal year ~~2021"~~2022")

~~Approval of an extension of the Company's 2015 Non-Employee Directors Restricted Stock Unit Plan~~

•Advisory approval of executive compensation

•Transact other business that may properly come before the meeting

Voting Matter and Vote Recommendation

Item

Board recommendation

Reasons for recommendations

More information

Election of ~~seven~~nine directors

FOR

The Board and ~~Corporate~~ Governance, Sustainability and Nominating Committee believe that the ~~seven~~nine director nominees possess the skills and experience to effectively monitor performance, provide oversight, and advise management on the Company's long-term strategy.

Page 4

Ratification of KPMG LLP as our independent registered public accounting firm for fiscal year ~~2021~~2022

FOR

Based on the Audit Committee's assessment of KPMG's qualifications and performance, it believes that their retention for fiscal year ~~2021~~2022 is in the best interests of the Company.

Page 4046

~~Approval of extension of the Company's 2015 Non-Employee Directors Restricted Stock Unit Plan~~

~~FOR~~

~~The Board believes it is important to attract and retain experienced and qualified non-employee directors to serve on our Board.~~

~~Page 40~~

Advisory approval of executive compensation

FOR

The Company's executive compensation programs demonstrate the Company's pay for performance philosophy.

Page 4346

Company Management Profile

The following table provides summary information about each current director.

Committee memberships

Name

Age

Director since calendar year

Independent

Other public boards

Attended at least 75% of Board and committee meetings

Up for re-election at current Annual Meeting

Name

Age

Director since calendar year

Independent

Other public boards

Attended at least 75% of Board and committee meetings

Up for election at current Annual Meeting

Martha M. Hayes

1995

Yes

Martha M. Hayes

1995

Yes

James G. Davis, Jr.

2002

Yes

James G. Davis, Jr.

2002

Yes

M, F

Yes

Daniel T. Hendrix

2005

Yes

M, F

Yes

Daniel T. Hendrix

2005

Yes

M, F

Yes

Carol B. Moerdyk

2005

Yes

M, F

Yes

Carol B. Moerdyk

2005

Yes

M, F

Yes

Andrew B. Cogan

2009

Yes

C, F

Yes

Andrew B. Cogan

2009

Yes

C, F

Yes

Vance W. Tang

2009

Yes

Vance W. Tang

2009

Yes

S. Cary Dunston

2014

Yes

M. Scott Culbreth

2020

Yes

David A. Rodriguez

2020

Yes

Emily C. Videtto

2021

Yes

Voting Rights, Procedures, and Solicitation

This Proxy Statement, mailed to shareholders of American Woodmark Corporation (the ~~“Company”~~"Company") on or about July ~~7, 2020,~~9, 2021, is furnished in connection with the solicitation of proxies by the ~~Company’s~~Company's Board of Directors (the "Board") in the accompanying form for use at the ~~2020~~2021 Annual Meeting of Shareholders (the ~~“Annual Meeting”~~"Annual Meeting") to be held at American Woodmark Corporation, 561 Shady Elm Road, Winchester, Virginia, on Thursday, August ~~20, 2020,~~26, 2021, at 9:00 a.m., Eastern Daylight Time, and at any adjournments thereof. A copy of the annual report of the Company for the fiscal year ended April 30, ~~2020~~2021 is being mailed to you with this Proxy Statement.

In light of the COVID-19 pandemic, we are holding the Annual Meeting at our corporate headquarters. This will give us the greatest flexibility to make necessary adjustments to the room in to order hold the meeting as safely as possible and in accordance with current guidelines from the Center for Disease Control and Prevention (the "CDC") and the Commonwealth of Virginia. While we will be implementing measures to reduce the risk of COVID-19, we cannot guarantee the safety of all attendees due to the nature of the virus. We encourage you to submit your vote by proxy ahead of the meeting date so your vote will still be counted should you decide to not attend for health reasons.

We ~~intend~~may require all attendees to practice "social distancing" and all attendees may be required to wear a mask for the duration of the Annual Meeting. To protect the health and safety of all attendees, we reserve the right to require temperature checks upon entry to the Annual Meeting and refuse entry or require removal of any person from the premises or Annual Meeting area should that person refuse to follow the safeguards described above or should a person exhibit cold or flu-like symptoms, or symptoms commonly associated with COVID-19. We request that anyone who exhibits these types of symptoms or has been in contact with someone that has exhibited such symptoms within 14 days of the Annual Meeting not attend. In the event we determine it will be unsafe to hold the ~~Annual Meeting in person. However, we are actively monitoring COVID-19 as part of our effort~~meeting due to ~~maintain a healthy and safe environment at the Annual Meeting. In the event it is not possible or advisable to hold the Annual Meeting in person,~~current pandemic conditions, we will ~~announce alternative arrangements for~~adjourn or postpone the meeting ~~as promptly as practicable, which may include holding the meeting solely by means of remote communication. If we take this step, details on how~~ to participate will be issued by press release, posted on our website, and filed with the Security and Exchange Commission as additional proxy material. In any event, we strongly encourage you to vote by proxy as described in the Proxy Statement so that your vote can be counted. We also encourage you to review guidance from public health authorities if you plan to attend the Annual Meeting in person.a later date.

On June ~~19, 2020,~~18, 2021, the record date for determining the shareholders entitled to receive notice of and to vote at the Annual Meeting, there were ~~16,942,569~~16,801,101 shares of common stock of the Company outstanding and entitled to vote. Each such share of common stock entitles the owner to one vote on each matter presented.

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”~~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.

ITEM 1 – ELECTION OF DIRECTORS

The Governance, Sustainability and Nominating Committee is responsible for identifying and recommending to the Board nominees for election to the Board. In identifying potential nominees, the Governance, Sustainability and Nominating 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~~Sustainability and Nominating Committee's attention. From time to time, the Governance, Sustainability and Nominating Committee may engage an independent firm to assist in identifying potential director nominees. The Governance, Sustainability and Nominating Committee evaluates all potential director nominees in the same manner regardless of

The names and ages of the ~~Company’s~~Company's nominees, their business experience, and other information regarding each nominee are set forth below.

Business Experience During the Last Five Years and Directorship(s) in Public Companies

As illustrated in the tables above, our Board members ~~who are all shareholders,~~ bring instrumental depth, breadth, and perspective to our Company. ~~You can see~~We added two non-employee directors during fiscal 2021, which strengthened the ~~value we place on~~Board's makeup, including from a diversity, ~~in the Board composition, which provides the range of~~ gender, age, and ~~viewpoints we find invaluable for Board discussions and decisions as we grow the business.~~qualifications standpoint. Each member of the Board has made numerous tours of American Woodmark facilities and customer sites. This gives them a first-hand look at innovative projects and processes as well as a valuable opportunity to interact with employees and customers. Our Board supports the ~~Company’s~~Company's inclusive culture and its engagement in the communities where we live and work. Both as a group and as individuals, Board members keep themselves current on Board-related matters by reading corporate governance periodicals, attending meetings of the National Association of Corporate Directors, the Conference Board and other such organizations, and hearing from the ~~Company’s~~Company's outside counsel and other experts on pertinent topics.

CORPORATE GOVERNANCE

~~Code~~In May 2021, as a part of ~~Business Conduct and Ethics~~

The Code applies to all directors, officers, and other employees of the ~~Company. This code~~Company, and sets forth important Company policies and procedures inon conducting the ~~Company’s~~Company's business in a legal, ethical, and responsible manner. The Code ~~of Business Conduct and~~

Company's business and includes policies addressing employee conduct and safety, equality and inclusion, conflicts of interest, insider trading, confidentiality, internal and external communications, environmental compliance, and other matters. The Code ~~of Ethics for the Chief Executive Officer and Senior Financial Officers~~

The Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Senior Financial Officers, and violations of securities or other laws or rules and regulations applicable to the operation of the business.

American Woodmark is committed to social and environmental responsibility. Our culture and core values drive us to ensure that we as a company contribute to the communities in which we live and work. We aim to be a responsible business that meets the highest standards of ethics and professionalism through compliance and a proactive stance. To that end, the Board has adopted a policy for the Company of Social and Environmental Responsibility Principles that describes the ~~Company’s~~Company's commitment to social and environmental responsibility. Under these principles, we at American Woodmark strive to:



			•						Engage our key stakeholders including employees, customers, shareholders and suppliers, to ensure their needs and concerns are heard and addressed, and if appropriate, incorporated into our strategy;
			•						Integrate social and environmental impact considerations in our decision-making processes;
			•						Maintain a safe, fair, and enriching working environment where all employees are treated with respect and are able to achieve their full potential;

A copy of these principles can be found on the Corporate Governance page of the ~~Company’s~~Company's website at ~~http:~~https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx. Our approach is reviewed with our Board of Directors at least every two years and, if necessary, revised to ensure continuous improvements to our social and environmental efforts.

The ~~Company’s~~Company's Board currently consists of ~~seven~~nine directors, all of whom are subject to annual shareholder elections to one-year terms of service. Each of the ~~Company’s~~Company's independent directors sits on at least one of the three standing Board committees, which include the Audit Committee, the Compensation and Social Principles Committee, and the Governance, Sustainability and Nominating Committee.

~~Mr.~~Upon the retirement of Cary S. Dunston ~~currently serves~~ as ~~both~~ the ~~Company’s Chairman and its Chief Executive Officer. The Board believes that there are a number of important advantages to having the positions of Chairman~~Company's Chair and Chief Executive Officer ~~held by the same person. The Chief Executive Officer has historically been the director most familiar~~in July 2020, and in keeping 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 material risks inherentCompany's past practice during transitions in the Company’s business allows him to identify and raise key risks to the Board and his role as Chairman will ensure that the Board and its committees give attention to areas of concern. From time to time, during managed transitions of leadership of the Company, ~~there may be a period where~~the Board determined to separate the positions of ~~Chairman~~Chair and Chief Executive Officer ~~are held by different people.~~

As Chair of our Board, Mr. Tang is responsible for chairing Board and shareholder meetings, setting the ~~Compensation Committee,~~agendas for the Board meetings, attending meetings of the Board's committees with the approval of the respective committee if he is not a committee member, and assisting management in representing the Company to ~~serve~~external groups as ~~the lead independent director in 2019. The Board believes having an independent lead director, among other things, allows Mr. Dunston to focus on the Company’s strategy, business~~needed and ~~operations, while preserving the benefits of having a single focal point for Company leadership in his current combined role of Chairman and Chief Executive Officer. The lead director’s~~as appropriate. His duties also include presiding over executive sessions of the ~~Company’s~~Company's independent directors, facilitating information flow and communication among the directors and serving as a point of contact between the independent directors and the ~~Chairman~~Chief Executive Officer. The Board elects its Chair annually.

Mr. Culbreth, as Chief Executive Officer, oversees the day-to-day affairs of the Company and directs the formulation and implementation of our strategic plans. Our Board believes that this leadership structure is currently the most appropriate for the Company because it allows our Chief Executive Officer to focus primarily on our business strategy and operations while leveraging the experience and abilities of our Chair to direct the business of the Board.

Our Board periodically reviews its leadership structure and recognizes that, depending on the circumstances, a different model might be appropriate. The Board has no fixed policy on whether the roles of Chair and Chief Executive Officer should be separate or combined, which provides the Board flexibility to choose a leadership structure based on the Company's needs and ~~performing other duties as requested by~~ the ~~Board. The~~Board's assessment of the Company's leadership at a given time. Our Governance, Sustainability and Nominating Committee Charter and Independent Lead Director Charter ~~can be found on~~do provide that the ~~Corporate Governance page of~~Board appoint an independent lead director in the ~~Company’s website at http://investors.americanwoodmark.com/governance.~~event the Chief Executive Officer is elected Chair or the Chair otherwise does not qualify as independent.

The ~~Company’s~~Company's independent directors meet in regularly scheduled executive sessions at each of the ~~Company’s~~Company's regularly scheduled Board meetings, without management ~~present. During fiscal year 2020, the independent directors met five times to~~present, and discuss such matters as certain Board policies, processes and practices, the performance and compensation of the ~~Company’s~~Company's Chief Executive Officer, management succession and other matters relating to the Company and the functioning of the Board.

The Board, both directly and through its committees, has an active role in overseeing management of the ~~Company’s~~Company's risks. The entire Board regularly reviews information concerning the ~~Company’s~~Company's operations, liquidity, and competitive position and personnel, as well as the risks associated with each. The ~~Company’s~~Company's Compensation and Social Principles Committee is responsible for overseeing the ~~Company’s~~Company's management of risks relating to the ~~Company’s~~Company's executive and long-term compensation plans and risks related to employee compensation in general. The Audit Committee oversees the ~~Company’s~~Company's management of risks pertaining to internal controls, adherence to generally accepted accounting principles and financial reporting. The Governance, Sustainability and Nominating Committee oversees the ~~Company’s~~Company's management of risks pertaining to potential conflicts of interest and independence of board members. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

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~~Board's Audit and Compensation and Social Principles 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 out the responsibilities of a director. The NASDAQ Marketplace Rules specify certain persons who cannot be considered independent. The Board reviews the independence of all directors at least annually.

Based upon this review, the Board affirmatively determined that ~~six~~eight of its ~~seven~~nine current directors are independent as defined by the NASDAQ Marketplace Rules. The independent directors are: Mr. Cogan, Mr. Davis, Ms. Hayes, Mr. Hendrix, Ms. Moerdyk, ~~and~~Mr. Rodriguez, Mr. Tang, and Ms. Videtto, each of whom is standing for ~~re-election~~election at the Annual Meeting. In addition, all of the members of the Audit Committee, the Compensation and Social Principles Committee, and the Governance, Sustainability and Nominating Committee are independent. The members of the Audit and Compensation and Social Principles 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~~Company's conduct or policies, or any employee who has a concern about the ~~Company’s~~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 by utilizing the ethics hotline, which is hosted by EthicsPoint's secure services:

The ~~Company’s~~Company's Director of Internal Audit reviews all such correspondence and, as appropriate, discloses details to the Audit Committee and the external auditors of the Company. 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~~Company's Board of Directors presently consists of ~~seven~~nine directors. The Board held ~~five~~eight meetings during fiscal year ~~2020.~~2021. 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. The Board of Directors believes that attendance at the ~~Company’s~~Company's annual meeting demonstrates a commitment to the Company, responsibility and accountability to shareholders, and support of management and employees. Therefore, it is a policy of the Board that all members attend the annual meeting of shareholders. All members of the Board attended last ~~year’s~~year's annual meeting. The Board of Directors also believes it is important to conduct location visits with the employees of the Company. ~~Board members held communication meetings with corporate office personnel on two occasions during the fiscal year and several~~Several Board members visited our manufacturing operations in ~~Tijuana, Mexico~~Orange, Virginia and ~~Gas City, Indiana.~~Moorefield, West Virginia. The majority of the Board visited our plant in ~~Monticello, Kentucky~~Allegany, Maryland as part of the ~~February~~May Board meeting.

The ~~Company’s~~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~~Our current standing committees are the Audit Committee, the Compensation and Social Principles Committee, and the Governance, ~~Committee~~Sustainability and Nominating Committee. The Board annually 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 Social Responsibility and Governance, Sustainability and Nominating Committees meet as required, typically at least 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 responsibilities and duties outlined in their respective charters. These charters can be found on the Corporate Governance page of the ~~Company’s~~Company's website at ~~http:~~https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx.

In May 2021 (fiscal 2022), the Board revised the compensation committee charter to expressly charge the committee with oversight of our policies and practices with respect to social principles, including human capital matters. The Board also revised the governance committee charter to expressly charge the committee with oversight of our sustainability programs and initiatives. In connection with these revisions, the Board also renamed these committees as the Compensation and Social Principles Committee and the Governance, Sustainability and Nominating Committee, respectively.

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

Purpose and Duties. The Audit Committee provides oversight for the integrity of the ~~Company’s~~Company's financial statements, the ~~Company’s~~Company's compliance with legal and regulatory requirements, the independence, and qualifications of the ~~Company’s~~Company's independent registered public accounting firm, the performance of the internal audit function and independent registered public accounting firm, and the adequacy and competency of the ~~Company’s~~Company's finance and accounting staff.

The Audit ~~Committee’s~~Committee's duties include but are not limited to: (1) selecting and overseeing the performance of the ~~Company’s~~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~~Company's financial reporting activities, including the ~~Company’s~~Company's financial statements included in the ~~Company’s~~Company's Annual Report on Form 10-K as well as the Company's Quarterly Reports on Form 10-Q, and the accounting standards and principles that are followed,

The Audit Committee met ~~six~~eleven times during fiscal year ~~2020.~~2021. 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~~Company's website at ~~http:~~https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx. The Report of the Audit Committee is found beginning on page ~~39.~~44.

Compensation and Social Principles Committee

The Compensation and Social Principles Committee is composed of ~~Mr. Tang,~~Ms. Hayes, who chairs the Committee, ~~Ms. Hayes~~Mr. Rodriguez and Mr. ~~Davis.~~Tang. All members have been determined by the Board of Directors to be ~~“independent”~~"independent" as defined under the NASDAQ Marketplace Rules and SEC rules, including the additional independence requirements applicable to ~~compensation~~Compensation and Social Principles committee members.

Purpose and Duties. The Compensation and Social Principles Committee is primarily concerned with designing and managing competitive compensation programs to facilitate the attraction and retention of talented senior executives and ~~directors.~~directors and overseeing the Company's policies and practices with respect to social principles, including human capital matters. The activities of the Compensation and Social Principles Committee include reviewing, evaluating, and approving senior executive compensation plans and evaluating and recommending director compensation plans for approval by the Board. The Compensation and Social Principles Committee also provides oversight for all of the ~~Company’s~~Company's employee benefit ~~plans.~~plans and for the integration of social principles into the Company's business strategy and decision-making. The Compensation and Social Principles Committee delegates certain aspects of implementation and day-to-day management of compensation administration to officers of the Company.

The Compensation ~~Committee’s~~and Social Principles 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~~Officer's and other senior executive ~~officers’~~officers' compensation, (2) evaluating the Chief Executive ~~Officer’s~~Officer's and other senior executive ~~officers’~~officers' performance in light of those goals and objectives, (3) determining and approving the Chief Executive ~~Officer’s~~Officer's and other senior executive ~~officers’~~officers' compensation levels based on this evaluation, and (4) overseeing the compensation and benefit plans, policies, and programs of the ~~Company.~~Company, and (5) periodically reviewing the Company's practices with respect to, as risks associated with, human capital matters and other social principles, including community engagement and reputational matters, and evaluating the Company's progress towards achieving any objectives with respect to such matters.

The Compensation and Social Principles Committee determines the Chief Executive ~~Officer’s~~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 and Social Principles Committee determines the compensation of the other senior executives after considering a recommendation from the Chief Executive Officer. The Compensation and Social Principles Committee does not delegate its authority with regard to executive compensation decisions.

The Compensation and Social Principles Committee administers and approves awards under the Company's 2016 Employee Stock Incentive Plan and the ~~Company’s~~Company's 2015 Non-Employee Directors Restricted Stock Unit Plan.

The Compensation and Social Principles Committee met ~~four~~six times during fiscal year ~~2020.~~2021. The Compensation ~~Committee’s~~and Social Principles Committee's charter can be viewed on the Corporate Governance page of the ~~Company’s~~Company's website at ~~http:~~https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx. Additional information on the ~~Company’s~~Company's philosophy and policies pertaining to executive compensation are addressed in the Compensation Discussion and Analysis beginning on page ~~13.~~16. The Compensation and Social Principles Committee Report can be found beginning on page ~~34.~~39.

Governance, Sustainability and Nominating Committee

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

Purpose and Duties.The Governance, Sustainability and Nominating Committee is responsible for identifying and recommending to the Board 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.~~shareholders, and overseeing the overall corporate governance of the Company and the Company's sustainability programs and initiatives. From time to time, the Committee may engage an independent firm to assist in identifying potential ~~candidates.~~director nominees.

In evaluating candidates for nomination to serve on the Board, the Governance, Sustainability and Nominating Committee will assess the ~~candidate’s~~candidate's character and professional ethics, judgment, business experience, independence, understanding of the ~~Company’s~~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 candidates, which are included in the Governance, Sustainability and Nominating Committee charter, include:

The Governance, ~~Committee’s~~Sustainability and Nominating 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

The Governance, Sustainability and Nominating Committee met ~~four~~six times during fiscal year ~~2020.~~2021. The Governance, ~~Committee’s~~Sustainability and Nominating Committee's charter can be viewed on the Corporate Governance page of the ~~Company’s~~Company's website at ~~http:~~https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx.

A shareholder of record may nominate a person or persons for election as a director at the ~~2021~~2022 Annual Meeting if any such nomination is submitted in writing to the Secretary of the Company in accordance with the ~~Company’s~~Company's bylaws and is received in the ~~Company’s~~Company's principal executive offices on or before April ~~22, 2021.~~21, 2022. The nomination must include the name and address of the director nominee and a description of the director ~~nominee’s~~nominee's qualifications for serving as a director and the following information:

The Governance, Sustainability and Nominating Committee may subsequently request additional information regarding the director nominee or the shareholder making the nomination. The Chair of the Governance, Sustainability and Nominating Committee may refuse to acknowledge the nomination of any person not made in compliance with these procedures.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

As a leading manufacturer of cabinetry in the U.S., American Woodmark is committed to conducting business in a manner that incorporates effective environmental, social, and governance practices in order to improve our long-term sustainability and results. Our governance efforts are described throughout this Proxy Statement and our environmental and social practices are summarized below. As discussed elsewhere in this Proxy Statement, in May 2021 (fiscal 2022), we revised our Board committee charters to expressly charge the renamed Governance, Sustainability and Nominating Committee with oversight of our sustainability programs and initiatives and the renamed Compensation and Social Principles Committee with oversight of our policies and practices with respect to social principles, including human capital matters.

Environmental and Sustainability Matters

We recognize the potential impact of our operations on the environment as well as the potential impact of environmental issues on our operations. We have established Corporate Environmental, Health and Safety programs with the goal of ensuring compliance with all applicable local, state and federal environmental and safety laws and regulations, and we monitor our performance under these programs through formal agency audits as well as internal audits. We have a formal program in place to identify opportunities in our manufacturing facilities to eliminate or minimize the use of certain hazardous materials and we seek to employ leading technologies to reduce emissions from our manufacturing operations to the extent practicable. We have implemented recycling and energy efficiency programs throughout our organization in an effort to reduce our consumption of resources. These efforts include manufacturing processes that repurpose wood waste into saleable products or divert it to other industries in order to reduce waste. We encourage appropriate suppliers of hardwood and other wood products to participate in a sustainable forestry program through formal training and advocacy, and we require all of our suppliers to comply with applicable environmental and safety laws and regulations.

In fiscal 2022 and beyond, we plan to further enhance our environmental and sustainability efforts by:


			•						Establishing internal working teams to improve our efforts related to sustainability and our environmental and social impact;
			•						Developing internal scorecards to measure progress against our goals;
			•						Developing a long-term vision for environmental sustainability; and
			•						Increasing the amount of environmental and sustainability information we share with the public and investment community.

The way we conduct our business and interact with our customers, our vendors, the communities in which we operate and other stakeholders is driven by our core principles of Customer Satisfaction, Integrity, Teamwork and Excellence. We define these principles as follows:


			•						Customer Satisfaction: Provide the best possible quality, service, and value to the greatest number of people by doing whatever is reasonable and sometimes unreasonable.
			•						Integrity: Do what is right; act fairly and responsibly, care about the dignity of each person and be a good citizen within the community.
			•						Teamwork: Understand that we must all work together in order to succeed. Realize that each person must contribute to the team to be part of the team.
			•						Excellence: Strive to perform every job or action in a superior way. Be innovative, always helping others become the best they can be.

By living out these principles, we believe we will be best positioned to attract, develop and retain a diverse and well-qualified workforce and to conduct our business in a responsible, ethical and professional manner.

Inclusion & Diversity

We are an equal opportunity employer and strive to create an environment free from discrimination and harassment and in which each employee is valued, treated with dignity and respect and managed in an inclusive manner. We believe that a workplace that encourages the interaction of different perspectives and backgrounds creates superior solutions, approaches and innovations. Accordingly, we aim to foster a culture where each employee has an equal opportunity to thrive and advance his or her career and is therefore engaged and invested in our continued success. We also seek to leverage each employee's unique ideas and perspectives in order to better understand our markets and customers and otherwise improve our business and operations.

We commissioned a team to understand inclusion and diversity at American Woodmark, which led to increased management training and learning opportunities designed to improve insight and effectiveness. We have Right Environment Councils in each of our locations to more effectively engage and connect with employees of all levels. These councils increase accountability with respect to company culture and engagement and serve as the main connection between the Company and local employees and communities. In fiscal 2020, we revised our employee engagement survey process to include an inclusion and diversity index and increase the frequency of formal employee feedback, which is currently solicited in the form of semi-annual pulse surveys. In fiscal 2021, we partnered with an inclusion and diversity consultant and established an Inclusion, Diversity, Equity and Awareness (IDEA) team in order to establish and refine an enterprise-wide inclusion and diversity strategy and propose specific initiatives to accelerate our efforts in this area. In fiscal 2021, we also developed and implemented an internal communication campaign to bolster further awareness of our Equal Employment Opportunity, anti-discrimination and anti-harassment policies, as well as our employee hotline reporting process.

In fiscal 2022 and beyond, we intend to continue to refine our inclusion and diversity strategy with the help of our IDEA team and to implement related initiatives.We also intend to:


			•						Continue to leverage our Career Orientation and Development program and Organizational Development Matrix, as well as other internal evaluation systems, to identify, recruit and train employees who are gender and/or racially/ethnically diverse for internal advancement opportunities;
			•						Utilize structured, internal evaluation methods to identify qualified employees who are gender and/or racially/ethnically diverse for promotion to key sales and marketing roles; and
			•						Deepen our relationships with Historically Black Colleges and Universities in order to improve the success of our existing participation in annual recruiting fairs and campus recruiting events.

We invest a significant number of hours annually in onboarding, cultural, safety, regulatory, supervisory and managerial training activities. Through these activities, as well as our tuition reimbursement programs, executive development opportunities, formal and informal cross-training activities and other operational training offerings, we strive to establish American Woodmark as an organization dedicated to providing the training and development opportunities necessary to maintain a well-qualified workforce that upholds our social responsibilities by implementing our core principles on a daily basis.

Our training is designed and developed at the corporate and local site level in order to further our goals of enterprise alignment and local integration. We seldom adopt a "one and done" approach to training. Depending on the course, our training and development opportunities are offered on an on-demand, semi-annual, annual or biannual basis.

Philanthropy & Community Engagement

In order to care for and engage with our employees, we must care for and engage with the communities in which they live and work. We maintain a scholarship fund, the Holcombe Scholarship, which is available to children of full-time American Woodmark employees preparing for post-secondary education. The purpose of the scholarship fund is to encourage scholarship, service and continued learning in the children of American Woodmark employees and to support the development of future leaders who may return to the communities in which we operate. We also fund the American Woodmark Foundation, a 501(c)(3) organization, which was formed in 1995 solely for the philanthropic purposes of sustaining our communities, enabling the work and mission of charitable organizations and ensuring that we are a good neighbor in each of the communities in which we operate. The Foundation has invested over $6 million since inception. Also, given that we have a variety of operations across North America, we often utilize our Right Environment Councils to develop and implement our workforce and community engagement initiatives at the local level as opposed to relying solely on our corporate office to drive our engagement efforts. We believe this approach encourages increased employee engagement and better serves our communities.

EXECUTIVE COMPENSATION

~~COVID-19 Impact on Executive~~This Compensation ~~Program~~

~~The~~Discussion and Analysis ("CD&A") contains information about the executive compensation ~~programs and actions described below relate to fiscal year 2020, which ended before the major impacts of the COVID-19 pandemic impacted~~program for our ~~Company. We continue to monitor the effects of the COVID-19 pandemic and the resulting economic downturn on our~~named executive ~~compensation programs~~officers ("NEOs") for fiscal year ~~2021. See “COVID-19~~2021 ("fiscal 2021"). Our NEOs for fiscal 2021 were the following:

•M. Scott Culbreth (President and Chief Executive Officer)

•Paul Joachimczyk (Vice President and Chief Financial Officer)

•Robert J. Adams, Jr. (Senior Vice President, Manufacturing and Technical Operations)

•Teresa M. May (Senior Vice President and Chief Marketing Officer)

•S. Cary Dunston (Former Chairman, President, and Chief Executive Officer)

•R. Perry Campbell (Former Senior Vice President, Sales and Commercial Operations)

Executive Leadership Changes

On July 9, 2020, Mr. Dunston retired and Mr. Culbreth was elected President and Chief Executive Officer, with Mr. Joachimczyk replacing Mr. Culbreth as Vice President and Chief Financial Officer. Mr. Campbell's employment was terminated on the same date. In connection with these leadership changes, we entered into separation agreements with Messrs. Dunston and Campbell which are described in more detail below under "Separation Agreements for Messrs. Dunston and Campbell." The Compensation and Social Principles Committee also increased Mr. Culbreth's and Mr. Joachimczyk's annual base salaries and maximum potential bonus opportunities in connection with their promotions, in each case taking into account each officer's experience, expected duties, existing pay levels, the compensation levels historically paid by the Company for these positions and comparable compensation levels paid by peer companies for similarly situated executives and other relevant factors. The fiscal 2021 compensation for each of these officers is discussed in more detail throughout the CD&A.

COVID-19 Impact on Fiscal Year 2021 Executive Compensation ~~Program” below.~~Program

Our annual cash bonus plan has historically been tied to the achievement of the Company's annual financial goals. Due to COVID-19 and its extraordinary impact on the economic environment, the Board approved a separate budget for the first quarter of fiscal 2021 and the Compensation and Social Principles Committee approved a separate set of Company financial goals for the annual bonus plan tied to the first quarter of fiscal 2021 as well. This change applied to employees on the annual bonus plan, including our NEOs. The Board and Compensation and Social Principles Committee subsequently developed and approved a budget and related Company financial goals for the bonus plan for the remainder of fiscal 2021, once the impact of the COVID-19 pandemic had become more clear. The Company's financial goals for the annual bonus plan for fiscal 2021 were designed to be appropriately challenging and aligned with our shareholders' interests. Bonuses earned by the NEOs under the fiscal 2021 annual bonus plan were not paid until the financial statements had been certified at the end of fiscal 2021, consistent with our normal schedule.

Compensation Principles



Aligned with shareholders - Compensation should align directly with the long-term interests of our shareholders. Our leaders are expected to be long-term shareholders.			Performance-Based - Compensation should be based on financial, operational, and cultural goals. The goals should be challenging, but achievable, in light of expected market conditions.
Company Focused - Our leader's contributions to the overall performance of the business are more important than their individual performance. This rewards strong teamwork and alignment.			Simple Design - Our compensation plan should be easy to understand, measure, and communicate.
Properly Balanced Compensation Components - The elements of the compensation plan should properly balance short- and long-term pay, fixed and variable components, and quantitative and qualitative measures.			Competitive Pay - Overall target compensation should be competitive (market median) compared to similar roles at peer group companies to ensure we are able to attract, retain, and motivate excellent leaders.

The ~~Company’s~~Company's Compensation Program Goal

The goal of the ~~Company’s~~Company's compensation program, as administered by the Compensation and Social Principles Committee, is to facilitate the creation of long-term value for its shareholders by attracting, motivating and retaining qualified senior leaders. To this end, the Company has designed and administered the ~~Company’s~~Company's compensation program to appropriately reward its executives for sustained financial and operating performance, to align their interests with those of the ~~Company’s~~Company's shareholders, and to encourage them to remain with the Company for long and rewarding careers. To achieve alignment with shareholder interests, the ~~Company’s~~Company's compensation program provides significant, but appropriate, rewards for outstanding performance, as well as clear financial consequences for underperformance. The majority of the ~~Company’s~~Company's senior ~~executives’~~executives' compensation is ~~“at risk”~~"at risk" in the form of annual and long-term incentive awards that are paid, if at all, based upon Company performance. While a significant portion of compensation may fluctuate with annual results, the total program is structured to emphasize long-term performance and sustained growth in shareholder value.

Key Considerations in Setting Pay

The following is a summary of the key considerations affecting the determination of compensation by the Compensation and Social Principles Committee for the ~~Company’s~~Company's NEOs.

Performance-based Compensation. The majority of the targeted total compensation for the ~~Company’s~~Company's NEOs is performance-based to achieve alignment with shareholder interests. Annual bonuses are only payable to NEOs if the Company achieves adjusted EBITDA, ~~and~~ free cash flow, and discretionary goals in excess of specified threshold levels during its fiscal year. The majority of long-term incentives for our NEOs is tied to the Company's achievement of financial and cultural goals. The Company strives to establish challenging Company-wide targets that are appropriate given the expected level of performance given current and anticipated market conditions.

The above tables do not include Messrs. Dunston and Campbell. For Mr. Culbreth and other NEOs who were promoted during the year, the above calculations are based on each officer's annualized base salary, target annual bonus, and target long-term incentive award in his or her new role.

Balance of Long-Term Pay Opportunity versus Current Pay Opportunity. The Compensation and Social Principles Committee strives to provide an optimal balance between current and long-term compensation and cash versus equity compensation for the ~~Company’s~~Company's executive officers. Current compensation is paid in cash in the form of a base salary and an annual bonus, primarily as a reward for recent performance, while long-term compensation is equity-based, to encourage the ~~Company’s~~Company's executive officers to deliver excellent results over a longer period of time and to serve as a retention tool. The Compensation and Social Principles Committee has targeted a higher mix of long-term compensation as performance-based compensation for the ~~Company’s~~Company's senior executive officers, including the NEOs.

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

Qualitative vs. Quantitative ~~Factors.~~Factors. The Compensation and Social Principles Committee uses a broad range of both quantitative and qualitative factors to determine compensation. Quantitative factors are determined annually based upon the ~~Company’s~~Company's overall goals and objectives. In general, qualitative factors include the ~~executives’~~executives' ability to build the organization and to lead the ~~Company’s~~Company's attainment of its "CITE" principles of customer satisfaction, integrity, teamwork, and excellence. Additional qualitative factors considered by the Compensation and Social Principles Committee include the ~~executives’~~executives' contribution to achieving the ~~Company’s~~Company's overall vision, the evaluation of the ~~executives’~~executives' performance against their stated objectives, their experience, skill sets, and the breadth and scope of their responsibilities.

Significance of Company Results. The Compensation and Social Principles Committee believes that the NEOs' contributions to the ~~Company’s~~Company's overall performance are more important than their individual performance. Accordingly, ~~all~~a significant portion of the annual bonus opportunity and ~~a significant portion of~~ the long-term incentive opportunity for ~~Messrs. Dunston, Culbreth, Campbell and Adams~~our NEOs is dependent upon the ~~Company’s~~Company's financial performance, including (in relation to the annual bonus) its

Consideration of Compensation Risk. The ~~Company’s~~Company's compensation programs are discretionary, balanced, and focused on the long-term. Under this structure, the highest amount of compensation can be achieved through consistent superior performance over sustained periods of time. This provides strong incentives to manage the Company for the long term, while avoiding excessive risk in the short term. The elements of the ~~Company’s~~Company's variable compensation program are balanced among current cash payments and longer-term equity awards. The Company uses a mix of quantitative and qualitative performance measures to assess achievement for its ~~restricted stock unit ("RSU")~~RSU awards to avoid placing excessive weight on a single performance measure. Annual bonus payouts are targeted at 120% of base salary for Mr. Culbreth and Mr. Dunston (prior to his retirement), 60% of base salary for Mr. Joachimczyk and 75% for the other NEOs with a maximum potential bonus of 1.67 times target bonus. The Company has also adopted stock ownership guidelines under which its NEOs are expected to hold a significant amount of Company stock on an ongoing basis, which the Compensation and Social Principles Committee believes helps mitigate compensation-related risk by focusing the ~~officers’~~officers' attention and efforts on the long-term stock performance of the Company.

Use of Independent Compensation Consultants and Peer Group Data. The Company, at the direction of the Compensation and Social Principles Committee, retains an independent compensation consultant every two to three years to assist the Compensation and Social Principles Committee by collecting compensation data regarding peer group companies, which is used by the Compensation and Social Principles Committee in reviewing and establishing executive compensation guidelines. The Compensation and Social Principles Committee considers this data, among other factors, when it determines the components and amounts of total compensation that are appropriate for the NEOs. In 2020, the Company retained Pearl Meyer & Partners ("Pearl Meyer") to evaluate the competitiveness of the ~~Company’s~~Company's executive compensation program, the alignment of executive compensation and Company performance and update the ~~Company’s~~Company's Competitive Peer Group for use in the evaluation of the ~~Company’s~~Company's compensation practices. Pearl Meyer performs no other services for the Company other than those described in this section. The Compensation and Social Principles Committee has examined Pearl ~~Meyer’s~~Meyer's relationship with the Compensation and Social Principles Committee members, the Company and the ~~Company’s~~Company's management and has determined that Pearl ~~Meyer’s~~Meyer's work has not raised any conflict of interest.

The ~~Company’s~~Company's Competitive Peer Group was most recently updated in 2020 at the recommendation of Pearl Meyer and consists primarily of similar-sized companies in the furniture, home furnishing, and building products industries that may compete with the Company for executive talent and which investors may consider as investment alternatives to the Company. The ~~Company’s~~Company's Competitive Peer Group includes:



Apogee Enterprises, Inc.			Masonite International Corporation
Advanced Drainage Systems, Inc.			Patrick Industries, Inc.
Cornerstone Building Brands, Inc.			Simpson Manufacturing Co., Inc. ~~(New)~~
Griffon Corporation			Sleep Number Corporation
Herman Miller, Inc.			Steelcase Inc.
HNI Corporation			Universal Forest Products, Inc.
La-Z-Boy Incorporated

Results of ~~2019~~2020 Say on Pay Vote. At the ~~Company’s~~Company's Annual Meeting of Shareholders held on August ~~22, 2019, 98.2%~~20, 2020, 98.8% of votes cast by its shareholders (excluding abstentions and broker non-votes) approved on an advisory basis the ~~Company’s~~Company's executive compensation program as disclosed in its ~~2019~~2020 proxy statement. In light of the overwhelming support that the ~~2019~~2020 say-on-pay proposal received, the Compensation and Social Principles Committee did not make any specific changes to the fiscal year ~~2020~~2021 executive compensation program in response to the vote.

Stock Ownership Guidelines. The Company has adopted guidelines for stock ownership by its NEOs. For Mr. ~~Dunston,~~Culbreth, the stock ownership guideline is equivalent to three times his base salary, and for Messrs. ~~Culbreth, Campbell~~Joachimczyk and Adams and Ms. May, the stock ownership guideline is equivalent to their respective base salaries.

Clawback Policy. Starting with its RSU awards granted in June 2019, the Company has added a clawback provision to the terms of its employee RSU awards, authorizing the Company to cancel outstanding RSU awards or seek recovery of shares previously issued under RSU awards if the ~~Company’s~~Company's financials are required to be restated during or within two years after the end of the applicable vesting period due to the ~~Company’s~~Company's material noncompliance with federal securities laws. RSU awards are subject to clawback if the Committee determines that the awards would not have been earned or vested based on the restated financials or if the ~~employee’s~~employee's misconduct contributed to the need for the restatement. RSU awards will also be subject to any other clawback requirements adopted by, or applicable to, the Company, pursuant to any law or any exchange listing requirement, including Section 954 of the Dodd Frank Act.

Anti-Hedging and Anti-Pledging Policy. The Company prohibits employees and directors from engaging in hedging transactions involving the ~~Company’s~~Company's stock, including the purchase of financial instruments such as prepaid

Elements of Compensation

The compensation program for executive officers for fiscal year ~~2020~~2021 consisted of the following elements:

Elements available to most salaried employees:

Base Salary. Base salary is intended to compensate the ~~Company’s~~Company's executives for:

Compensation Committee targets approximately the 4550^th percentile of annual base salaries for similar positions in comparably sized companies. The companies used for comparison of base salaries may include additional companies from those used in the ~~Company’s~~Company's Competitive Peer Group where other competitive factors or local market conditions warrant. These salaries are obtained by management periodically and reviewed by the Compensation and Social Principles Committee to assure continued competitiveness and are adjusted when necessary.

Annual Cash Bonus. Annual cash bonuses are provided as an incentive to executives to achieve the ~~Company’s~~Company's annual financial goals, and reflect the Compensation ~~Committee’s~~and Social Principles Committee's belief that a significant portion of the annual compensation of senior executives and other key employees should be contingent upon the financial performance of the Company. Annual bonus levels are established as a percentage of base salary. Jobs with greater spans of control and impact upon the ~~Company’s~~Company's results have higher bonus percentages. For fiscal year ~~2020,~~2021, Mr. ~~Dunston~~Culbreth was eligible for a target potential bonus opportunity equal to 120% of his base salary with a maximum potential bonus of 1.67 times target bonus; Mr. Joachimczyk was eligible for a target potential bonus opportunity equal to 60% of his base salary with a maximum potential bonus of 1.67 times target bonus and ~~Messrs. Culbreth, Campbell~~Mr. Adams and ~~Adams~~Ms. May were eligible for a target potential bonus opportunity equal to 75% of their respective base salaries with a maximum potential bonus of 1.67 times target bonus. Mr. Dunston's target annual bonus was set at 120% of his base salary and Mr. Campbell's target annual bonus was set at 75% of his base salary, but neither of these officers received an annual bonus for fiscal 2021 due to their separations prior to the end of the year.

The annual bonus for our NEOs is usually tied solely to the ~~Company’s~~Company's performance for the entire fiscal year. ~~For~~However, for fiscal year ~~2020, adjusted~~2021, due to uncertainty created by the COVID-19 pandemic, the Compensation and Social Principles Committee approved separate performance goals for the first quarter of fiscal 2021 (weighted 25% of the total annual fiscal 2021 bonus) and the remaining 9 months of fiscal 2021 (weighted 75% of the total annual fiscal 2021 bonus). Adjusted EBITDA, ~~and~~ free cash flow and a discretionary component were utilized to measure Company performance for the bonus plan for nearly every employee in the Company, including our NEOs, due to their ease of understanding as simple, consistent, and important indicators of the ~~Company’s~~Company's annual performance. We ~~introduced~~utilize free cash flow as a performance measure for the annual bonus plan ~~in fiscal year 2020 in order to introduce a secondary performance measure consistent with recommendations from Pearl Meyer and~~ as a measure of our ability to repay our debt obligations.

Company Goals. On an annual basis, the Compensation and Social Principles Committee establishes bonus goals for Company performance based upon a variety of factors including progress achieved towards critical elements of the ~~Company’s~~Company's long-term strategy, prior year performance, and the external economic environment. As a result, Company-wide performance targets vary from fiscal year to fiscal year. The annual performance goals for each of the fiscal years listed below represented the expected range across the following three levels of performance:

Company performance falling between each performance level results in an interpolated percentage payout based upon a predetermined scale. No portion of the Company performance portion of annual bonuses are paid if the ~~Company’s~~Company's performance is below the predetermined adjusted EBITDA and free cash flow thresholds.

Company performance targets are set sufficiently high to require excellent performance. In the last ten years, the Company has achieved superior performance one time, achieved between target and superior performance three times, achieved between threshold and target performance five times, and did not meet threshold performance one time. The Company used ~~two~~three performance measures for fiscal year ~~2020,~~2021, adjusted EBITDA ~~(75%~~(60% weighting) ~~and~~, free cash flow ~~(25%~~(20% weighting) and discretionary goals (20% weighting). ~~Annual~~First quarter and second-through-fourth quarter performance goals for Company performance at the threshold, target and superior performance levels for fiscal year ~~2020,~~2021, as well as the actual adjusted EBITDA and free cash flow achieved, are presented in the following table.

(dollar amounts in millions) Fiscal 2020

Goals
Actual

Threshold
Target
Superior

Adjusted EBITDA (1)
$202.1
$251.8
$271.0
$240.3
Free Cash Flow (2)
$100.0
$115.0
$125.0
$136.8


(dollar amounts in millions)	Fiscal 2021
	Goals							Actual
		Threshold		Target		Superior
Adjusted EBITDA - 1st Quarter (1)		$	26.4	$	37.5	$	52.5	$	57.0
Adjusted EBITDA - 2nd - 4th Quarters (1)		$	127.4	$	156.5	$	175.0	$	166.2
Free Cash Flow - 1st Quarter (2)		$	—	$	7.0	$	25.0	$	32.2
Free Cash Flow - 2nd - 4th Quarters (2)		$	45.0	$	63.1	$	75.0	$	73.2



(2)			Free cash flow is a non-GAAP financial measure. The Company defines free cash flow as cash flows from continuing operations less amounts for capital expenditures consisting of cash payments for property, plant and equipment and cash payments for investments in displays.

The ~~Company’s actual performance~~Compensation and Social Principles Committee determined that the discretionary goals for the fiscal ~~year 2020 adjusted EBITDA exceeded threshold but fell short~~2021 annual cash bonus were achieved at 100% of target for each NEO. The Compensation and Social Principles Committee made a qualitative assessment of each NEOs contributions towards strengthening the ~~target adjusted EBITDA goal~~Company's financials, ensuring employee safety, and developing and executing corporate strategy during fiscal 2021. In addition, the Committee evaluated other factors unique to each NEO's role, including, in the case of Mr. Culbreth, his achievements in establishing a leadership team and providing overall focus to the organization.

The Company's actual performance for first quarter fiscal ~~year 2020~~2021 adjusted EBITDA and free cash flow exceeded superior. The Company's actual performance for second-through-fourth quarter fiscal year 2021 adjusted EBITDA and free cash flow exceeded target but fell short of superior. This performance resulted in a Company performance percentage based upon the predetermined bonus scale of ~~59.5%~~90.6% of the ~~maximum.~~ maximum, as follows:


	Performance Attainment		Weighting Factor		Weighted Performance

Adjusted EBITDA - 1st Quarter	100%	X	15%	=	15.0%
Adjusted EBITDA - 2nd - 4th Quarters	81.1%	X	45%	=	36.5%
Free Cash Flow - 1st Quarter	100%	X	5%	=	5.0%
Free Cash Flow - 2nd - 4th Quarters	93.7%	X	15%	=	14.1%
Individual Performance	100%	X	20%	=	20.0%
Total Annual Bonus Performance					90.6%

Accordingly, Mr. ~~Dunston~~Culbreth earned an annual bonus of ~~119.0% (59.5%~~181.2% (90.6% of 200%) of his year-end base salary, Mr. Joachimczyk earned an annual bonus of 90.6% (90.6% of 100%) of his year-end base salary, and ~~Messrs. Culbreth, Campbell,~~Mr. Adams and ~~Adams~~Ms. May each earned an annual bonus of ~~74.4% (59.5%~~113.3% (90.6% of 125%) of their respective year-end base salaries.

Messrs. Dunston and Campbell did not receive an annual bonus for fiscal 2021 due to their separations prior to the end of the year.

Long-Term Incentive Awards. The Compensation and Social Principles Committee has established long-term incentive awards for the ~~Company’s~~Company's executives and key managers with the objective of advancing the longer-term interests of the Company and its shareholders by directly aligning executive compensation with increases in the ~~Company’s~~Company's stock price. These awards complement cash incentives tied to annual performance by providing incentives for executives to increase shareholder value over time. The ~~Company’s~~Company's long-term incentive compensation program utilizes RSUs. RSUs are intended to focus the attention of executives on the achievement of the ~~Company’s~~Company's long-term performance objectives, to align executive ~~management’s~~management's interests with those of shareholders, and to facilitate ~~executives’~~executives' accumulation of sustained ownership of Company stock.

In line with recommendations from Pearl Meyer, the NEOs with target performance may earn long-term incentive awards valued at approximately ~~150%~~120% of base salary for Mr. ~~Dunston, 120%~~Culbreth, 24% for Mr. ~~Culbreth~~Joachimczyk and 90% for ~~Messrs. Campbell~~Mr. Adams and ~~Adams.~~75% for Ms. May. With superior performance, each of the NEO's may earn a maximum potential long-term incentive of 1.67 times their respective target long-term incentives. The NEO's received long-term incentive awards during fiscal 2021 at levels determined before their promotions. All long-term incentive awards were approved by the Compensation and Social Principles Committee. Starting in fiscal 2022, with target performance Mr. Culbreth may earn long-term incentive awards valued at approximately 180% of base salary, Mr. Joachimczyk may earn long-term incentive awards valued at approximately 75% of base salary and Ms. May may earn long-term incentive awards valued at approximately 90% of base salary. Assuming target performance, Mr. Dunston's fiscal 2021 long-term incentive opportunity was 180% of base salary and Mr. Campbell's was approximately 90% of base salary; for a discussion of Messrs. Dunston and Campbell's fiscal year 2021 awards, please see "Separation Agreements with Messrs. Dunston and Campbell," below.

Restricted Stock Units. During fiscal year ~~2020, Mr. Dunston was awarded 27,580 RSUs,~~2021, Mr. Culbreth was awarded ~~10,780~~19,700 RSUs, Mr. ~~Campbell~~Joachimczyk was awarded ~~6,420~~2,280 RSUs, ~~and~~ Mr. Adams was awarded ~~6,270~~11,470 RSUs, and Ms. May was awarded 8,660 RSUs. These RSUs vest upon the satisfaction of certain performance, service, and cultural conditions. 35% of each award vests based on the ~~executive’s~~executive's continued employment through the third anniversary of the grant date, 20% of each award vests based on the ~~executive’s~~executive's continued employment through the third anniversary of the grant date and the achievement of certain cultural goals for the period ending with the ~~Company’s 2022~~Company's 2023 fiscal year, and the remaining 45% of each award vests based on the ~~executive’s~~executive's continued employment through the third anniversary of the grant date and the achievement of certain annual performance goals for the ~~Company’s 2020,~~Company's 2021, 2022, and ~~2022~~2023 fiscal years. Subject to satisfying the associated vesting conditions, each RSU represents the right to receive one share of the ~~Company’s~~Company's common stock. The Compensation and Social Principles Committee believes that the RSU grants provide a form of long-term compensation that aids retention, encourages long-term value creation and aligns financial interests with the ~~Company’s~~Company's shareholders. Messrs. Dunston and Campbell also received fiscal 2021 RSU awards, all of which (in the case of Mr. Campbell) or the majority of which (in the case of Mr. Dunston) were forfeited upon their separations. For a discussion of Messrs. Dunston and Campbell's fiscal year 2021 RSUs, please see "Separation Agreements with Messrs. Dunston and Campbell," below.

Goals
Actual

Threshold
Target
Superior
Performance
Performance Measure

Adjusted earnings per share (1) $ 5.10

$ 7.27

$ 8.11

$ 6.78
Return on equity (2) 7.5 %
13.0 %
15.1 %
11.8 %


	Goals									Actual
	Threshold			Target			Superior			Performance
Performance Measure
Adjusted earnings per share (1)	$	3.02		$	4.63		$	5.63		$	6.40
Return on equity	2.0		%	5.5		%	8.0		%	8.1		%

Fiscal Year 2021 RSUs

Based on achievement of the fiscal year 2021 performance goals at 100.0%, if the fiscal year 2022 and 2023 performance-based RSUs and the cultural-based RSUs are each earnedat their target (60%) levels, and if Messrs. Culbreth, Joachimczyk, and Adams and Ms. May remain continuously employed by the Company through June 2023, they will be eligible to vest in and receive 80.0% of their total fiscal year 2021 RSU award, calculated as follows:


	Performance Attainment		Weighting Factor		Weighted Performance

FY21 Performance-Based Goals (Actual)	100%	X	15%	=	15%
FY22 Performance-Based Goals (Target)	60%	X	15%	=	9%
FY23 Performance-Based Goals (Target)	60%	X	15%	=	9%
Potential Earned and Vested Performance-Based RSUs					33%

Potential Earned and Vested Cultural-Based RSUs (Target)	60%	X	20%	=	12%

Potential Vested Service-Based RSUs	N/A				35%

Total Potential Vested Portion of RSU Awards					80%

Fiscal Year 2020 RSUs

Based on achievement of the fiscal year 2020 performance goals at 46.9% (as described in last year's proxy statement) and fiscal year 2021 performance goals at 100.0% (as described above), if the fiscal year ~~2021 and~~ 2022 performance-based RSUs and the cultural-based RSUs are each earned at their target (60%) levels, and if Messrs. ~~Dunston,~~ Culbreth, ~~Campbell~~Joachimczyk, and Adams remain continuously employed by the Company through June 2022, they will be eligible to vest in and receive ~~72.0%~~78.0% of their total fiscal year 2020 RSU award, calculated as follows:


	Performance Attainment		Weighting Factor		Weighted Performance

FY20 Performance-Based Goals (Actual)	46.9%	X	15%	=	7.0%
FY21 Performance-Based Goals (Actual)	100%	X	15%	=	15.0%
FY22 Performance-Based Goals (Target)	60%	X	15%	=	9.0%
Potential Earned and Vested Performance-Based RSUs					31.0%

Potential Earned and Vested Cultural-Based RSUs (Target)	60%	X	20%	=	12.0%

Potential Vested Service-Based RSUs	N/A				35.0%

Total Potential Vested Portion of RSU Awards					78.0%

Performance Attainment Weighting Factor Weighted Performance

FY20 Performance-Based Goals (Actual) 46.9% X 15% = 7.0%
FY21 Performance-Based Goals (Target) 60% X 15% = 9.0%
FY22 Performance-Based Goals (Target) 60% X 15% = 9.0%
Potential Earned and Vested Performance-Based RSUs 25.0%

Potential Earned and Vested Cultural-Based RSUs (Target) 60% X 20% = 12.0%

Potential Vested Service-Based RSUs N/A 35.0%

Total Potential Vested Portion of RSU Awards 72.0%

~~72.0%~~ 78.0% vesting would result in Messrs. ~~Dunston,~~ Culbreth, ~~Campbell~~Joachimczyk, and Adams receiving ~~19,867, 7,765, 4,625~~8,412, 726, and ~~4,517~~4,893 shares, respectively, with respect to their fiscal year 2020 RSU awards. If the fiscal year ~~2021 and~~ 2022 ~~tranches~~tranche of the fiscal year 2020 performance-based RSUs and the fiscal year 2020 cultural-based RSUs were to be earned at their maximum (100%) levels, then the NEOs would be eligible to vest in and receive up to 92.0% of their fiscal year 2020 RSU awards, subject to their continued employment through June 2022, or ~~25,383,~~ 9,921, ~~5,909~~856, and 5,771 shares for Messrs. ~~Dunston,~~ Culbreth, ~~Campbell~~Joachimczyk, and Adams, respectively. Ms. May did not receive a fiscal 2020 RSU award based on her hire date. For a discussion of the fiscal 2020 RSU awards for Messrs. Dunston and Campbell, please see "Separation Agreements with Messrs. Dunston and Campbell," below.

Fiscal Year 2019 RSUs

Performance Attainment
Weighting Factor
Weighted Performance

FY19 Performance-Based Goals (Actual) 59.1% X 15% = 8.9%
FY20 Performance-Based Goals (Actual) 46.9% X 15% = 7.0%
FY21 Performance-Based Goals (Target) 60% X 15% = 9.0%
Potential Earned and Vested Performance-Based RSUs

24.9%

Potential Earned and Vested Cultural-Based RSUs (Target) 60% X 20% = 12.0%

Potential Vested Service-Based RSUs N/A

35.0%

Total Potential Vested Portion of RSU Awards

71.9%

71.9% vesting would result in Messrs. Dunston, Culbreth, Campbell and Adams receiving 12,683, 5,191, 4,120 and 4,026 shares, respectively, with respect to their fiscal year 2019 RSU awards. If the fiscal year 2021

~~Fiscal Year 2018 RSUs~~

~~Based on achievement of the fiscal year 2018 performance goals at 25.5% (as described in the Company's 2018 proxy statement), achievement of the fiscal year 2019 performance goals at 59.1%~~ (as described in last year's proxy statement), and achievement of the fiscal year ~~2020~~2021 performance goals at ~~46.9%~~100.0% (as described above), and achievement of the cultural goals for the fiscal year ~~2018~~2019 cultural-based RSUs at 75.0% (as discussed below), Messrs. ~~Dunston,~~ Culbreth ~~Campbell~~ and Adams each vested in and received ~~69.7%~~80.9% of their total fiscal year ~~2018~~2019 RSU awards, as calculated below:

Performance Attainment
Weighting Factor
Weighted Performance

FY18 Performance-Based Goals (Actual) 25.5% X 15% = 3.8%
FY19 Performance-Based Goals (Actual) 59.1% X 15% = 8.9%
FY20 Performance-Based Goals (Actual) 46.9% X 15% = 7.0%
Earned and Vested Performance-Based RSUs

19.7%

Earned and Vested Cultural-Based RSUs (Actual) 75% X 20% = 15.0%

Vested Service-Based RSUs N/A

35.0%

Total Vested Portion of RSU Awards

69.7%


	Performance Attainment		Weighting Factor		Weighted Performance

FY19 Performance-Based Goals (Actual)	59.1%	X	15%	=	8.9%
FY20 Performance-Based Goals (Actual)	46.9%	X	15%	=	7.0%
FY21 Performance-Based Goals (Actual)	100%	X	15%	=	15.0%
Potential Earned and Vested Performance-Based RSUs					30.9%

Earned and Vested Cultural-Based RSUs (Actual)	75%	X	20%	=	15.0%

Vested Service-Based RSUs	N/A				35.0%

Total Vested Portion of RSU Awards					80.9%

The Compensation and Social Principles Committee determined that the cultural goals for the fiscal year ~~2018~~2019 cultural-based RSUs were achieved at 75.0% of target, based on failure to achieve the threshold performance level of the employee retention goal for the three-year period ending with fiscal year ~~2020,~~2021, and achievement of the training compliance, succession planning, and cultural development goals for the three-year period ending with fiscal year ~~2020~~2021 at the superior level.

~~COVID-19 Impact on Fiscal Year 2021 Executive Compensation Program~~

In connection with other proactive measures being taken in response to the impacts of COVID-19, Mr. Dunston, has elected to reduce his base salary by 50% and all other named executive officers have elected to reduce their base salaries by 25% effective April 27, 2020 through July 31, 2020. The Compensation Committee approved these changes on April 15, 2020.

~~Fiscal Year 2021 Annual Cash Bonus.~~
The annual cash bonus has historically been tied to the achievement of the Company's annual financial goals. Due to COVID-19 and its extraordinary impact on the economic environment, the Board approved a first quarter budget for fiscal year 2021 and the Compensation Committee approved a bonus plan tied to the first quarter fiscal year 2021 target performance, accordingly. This change applies to all participants of a short-term incentive plan using Adjusted EBITDA and Free Cash Flow, which covers the majority of our workforce. The Board and Compensation Committee will develop a plan for the remainder of fiscal year 2021 based on our level of clarity to ensure the goals are appropriately challenging and align with our shareholder interests. Any bonuses earned by the NEO's under the fiscal year 2021 annual cash plan will not be paid

Pension and Savings Plans

The Company maintains a non-contributory tax-qualified defined benefit pension plan, American Woodmark Corporation Employee Pension Plan (the ~~“Salaried Pension Plan”~~"Pension Plan"), which was frozen effective April 30, 2012. The ~~Salaried~~ Pension Plan covers many of the ~~Company’s~~Company's employees hired prior to April 30, 2012, including certain of the NEOs, 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~~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~~participant's retirement or the freeze date, that produce the highest average compensation, multiplied by the ~~participant’s~~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 Pension Plan was terminated effective December 31, 2020.

Most employees, including the NEOs, also participate in the ~~Company’s~~Company's Retirement Savings Plan. This plan has a profit-sharing component and a 401(k) component. The Company makes profit-sharing contributions, whereby (for fiscal year ~~2020)~~2021) 5% of the ~~Company’s~~Company's net income is contributed and divided equally among eligible employee 401(k) 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 ~~2020,~~2021, the Company provided matching contributions in cash 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 NEOs for fiscal year ~~2020~~2021 are included in the All Other Compensation column in the Summary Compensation Table.

Because the Internal Revenue Code of 1986, as amended (the ~~“Code”~~"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

All of the NEOs are eligible to purchase the ~~Company’s~~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 offers 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. The NEOs are eligible to receive a more extensive annual medical exam from a nationally recognized medical clinic at no cost to them.

Severance and Change in Control Agreements

Each of the NEOs has 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 management and to allow executive officers to focus on serving the Company in a change in control situation without the distraction of concern for their employment. These agreements generally provide for severance benefits in the event of involuntary termination of employment without cause at any time during the term of the agreement, and certain enhanced

In developing the parameters for these agreements, the Compensation and Social Principles Committee utilized an independent compensation consultant and an analysis of peer companies. The Compensation and Social Principles Committee established these agreements with a goal of providing terms that are representative of the competitive market for like positions. Mr. ~~Dunston's~~Culbreth'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~~Company's performance inherent in Mr. ~~Dunston's~~Culbreth's role as Chief Executive Officer.

The Company does not provide tax gross-ups to its NEOs 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 NEOs will be reduced until the excise tax no longer applies (unless the NEO 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 NEO still would not receive any gross-up).

Each NEO's 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 ~~30,~~35, under the heading ~~“Employment~~"Employment Agreements and Post-Employment Compensation Agreements.”"

Separation Agreements with Messrs. Dunston and Campbell

In connection with Mr. Dunston's retirement and the termination of Mr. Campbell's employment as described above, the Company entered into separation agreements with each officer that pay each officer certain severance benefits, in exchange for the officer's agreement to abide by certain restrictive covenants and to release the Company and its affiliates from any claims. The severance benefits which each officer agreed to receive under his separation agreement are less than the severance benefits the officer would have been entitled to receive under the terms of his employment agreement had the Company terminated the officer's employment without cause in accordance with the terms thereof. The Compensation and Social Principles Committee reviewed and approved the terms of the separation agreements for each officer and determined that the terms were in the best interests of the Company and its shareholders in light of the circumstances giving rise to each officer's separation, the terms of each officer's employment agreement, the Company's historical practices and the benefits inuring to the Company in the form of the restrictive covenants and general release to be provided by each officer.

In connection with Mr. Dunston's retirement, the Company and Mr. Dunston entered into a separation agreement and release under which Mr. Dunston receives salary continuation of $935,000, payable over 12 months, which is equivalent to Mr. Dunston's annual salary at the time of his retirement (before it was reduced due to the COVID-19 pandemic). Mr. Dunston also continues to receive Company health benefits for a period of one year following his retirement. In exchange for the payments and benefits provided for in the separation agreement and release, Mr. Dunston agreed to abide by certain non-competition and non-solicitation provisions for a period of one year and released the Company and its affiliates from all claims he has or may have against the Company and its affiliates arising out of his employment and separation from the Company. Pursuant to the terms of his RSU awards, a prorata portion of Mr. Dunston's outstanding, unvested RSUs based on his total period of service from the grant date through the date of his retirement vested upon his retirement due to the fact that Mr. Dunston was 55 or older and had over ten years of service with the Company at the time of his retirement. Mr. Dunston received 14,411 shares of Company common stock upon the settlement of these RSUs, including pro-rata portions of the his fiscal 2019 and 2020 performance-based RSUs based on completed performance years (fiscal 2019 and fiscal 2020) at the time of his retirement, pro-rata portions of his fiscal 2019, 2020, and 2021 service-based RSUs, and pro-rata portions of his fiscal 2019, 2020, and 2021 cultural-based RSUs (based on target performance), with the pro-rata portion in each case determined based on Mr. Dunston's total service during the applicable three-year vesting period for the award. Mr. Dunston forfeited his fiscal 2021 performance-based RSUs in their entirety.

In addition, in connection with Mr. Campbell's termination of employment, the Company and Mr. Campbell entered into a separation agreement and release under which Mr. Campbell receives salary continuation of $271,148, payable over nine months, which is equivalent to Mr. Campbell's salary for a period of nine months at the time of his termination (before it was reduced due to the COVID-19 pandemic). In exchange for this payment, Mr. Campbell agreed to abide by certain non-competition and non-solicitation provisions for a period of nine months and released the Company and its affiliates from all claims he has or may have against the Company and its affiliates arising out of his employment and separation from the Company. Pursuant to the terms of his RSU awards, Mr. Campbell forfeited all of his outstanding, unvested RSUs at the time of his termination.

Deductible Compensation of Executive Officers

Pursuant to Section 162(m) of the Code, non-grandfathered compensation payable to certain of our covered officers and former officers that exceeds $1 million per person in a given year is not deductible by the Company, regardless of whether it is performance-based. The Compensation and Social Principles Committee designs and administers our executive compensation programs in a manner that preserves its flexibility and recognizes a full range of performance criteria important to the ~~Company’s~~Company's success, even where the compensation paid under such programs is not deductible under Section 162(m).

Summary Compensation Table

The following table sets forth for fiscal years 2021, 2020, ~~2019,~~ and ~~2018~~2019 the compensation for the NEOs.


	Fiscal				Stock Awards		Option Awards		Non-equity Incentive Plan Compensation		Change in Pension Value		All Other Compensation					Fiscal					Stock Awards		Option Awards		Non-equity Incentive Plan Compensation		Change in Pension Value		All Other Compensation
Name & Principal Position	Year	Salary		Bonus	1				2		3		4		Total		Name & Principal Position	Year	Salary		Bonus		1				2		3		4		Total

S. Cary Dunston	2020		$902,308	$0		$1,470,971		$0		$1,112,650		$35,338		$18,977		$3,540,244
M. Scott Culbreth																	M. Scott Culbreth	2021	$	627,584	$	—	$	1,020,933	$	—	$	1,268,400	$	—	$	25,416	$	2,942,333
President and	2019	792,366		0	1,356,401		0		843,200		9,218		18,204		3,019,389		President and	2020	$	450,160	$	—	$	574,948	$	—	$	338,713	$	—	$	17,420	$	1,381,241
Chief Executive Officer	2018	640,442		0	715,407		0		0		3,006		21,239		1,380,094		Chief Executive Officer	2019	$	426,004	$	—	$	555,171	$	—	$	274,040	$	—	$	16,156	$	1,271,371

M. Scott Culbreth	2020	450,160		0	574,948		0		338,713		0		17,420		1,381,241
Senior Vice President and	2019	426,004		0	555,171		0		274,040		0		16,156		1,271,371
Paul Joachimczyk																	Paul Joachimczyk	2021	$	310,447	$	—	$	118,159	$	—	$	289,920	$	—	$	16,471	$	734,997
Vice President and																	Vice President and
Chief Financial Officer	2018	362,539		0	264,507		0		0		0		15,075		642,121		Chief Financial Officer

R. Perry Campbell	2020	357,655		0	342,409		0		268,958		39,882		37,010		1,045,914
Senior Vice President	2019	343,366		0	440,621		0		217,620		10,428		24,573		1,036,608
Sales and Commercial Operations	2018	312,835		0	247,844		0		0		3,414		18,138		582,231


Robert J. Adams	2020	349,332		0	334,428		0		262,848		17,122		16,861		980,591		Robert J. Adams	2021	$	376,928	$	—	$	594,421	$	—	$	458,663	$	5,831	$	18,890	$	1,454,733
Senior Vice President	2019	324,464		0	430,603		0		212,660		4,725		19,920		992,372		Senior Vice President	2020	$	349,332	$	—	$	334,428	$	—	$	262,848	$	17,122	$	16,861	$	980,591
Value Stream Operations	2018	275,038		0	214,447		0		0		1,502		15,192		506,179		Value Stream Operations	2019	$	324,464	$	—	$	430,603	$	—	$	212,660	$	4,725	$	19,920	$	992,372

Teresa M. May																	Teresa M. May	2021	$	310,788	$	—	$	448,796	$	—	$	362,240	$	—	$	5,344	$	1,127,168
Senior Vice President and																	Senior Vice President and
Chief Marketing Officer																	Chief Marketing Officer

S. Cary Dunston																	S. Cary Dunston	2021	$	194,013	$	—	$	3,145,717	$	—	$	—	$	15,471	$	721,473	$	4,076,674
Former President and																	Former President and	2020	$	902,308	$	—	$	1,470,971	$	—	$	1,112,650	$	35,338	$	18,977	$	3,540,244
Chief Executive Officer																	Chief Executive Officer	2019	$	792,366	$	—	$	1,356,401	$	—	$	843,200	$	9,218	$	18,204	$	3,019,389

R. Perry Campbell																	R. Perry Campbell	2021	$	93,859	$	—	$	608,414	$	—	$	—	$	16,911	$	279,489	$	998,673
Former Senior Vice President																	Former Senior Vice President	2020	$	357,655	$	—	$	342,409	$	—	$	268,958	$	39,882	$	37,010	$	1,045,914
Sales and Commercial Operations																	Sales and Commercial Operations	2019	$	343,366	$	—	$	440,621	$	—	$	217,620	$	10,428	$	24,573	$	1,036,608



1			This column represents the grant date fair value of RSU awards calculated in accordance with FASB ASC Topic 718. For a discussion of the terms of the RSUs granted in fiscal year ~~2020,~~2021, see Restricted Stock Units beginning on page ~~20.~~24. Of the amounts reported in this column for fiscal year ~~2020, $756,263~~2021, $574,275 for Mr. Culbreth, $66,464 for Mr. Joachimczyk, $334,330 for Mr. Adams, $252,448 for Ms. May, $1,769,466 for Mr. Dunston, ~~$295,595~~and $342,233 for Mr. ~~Culbreth, $176,041 for Mr.~~ Campbell ~~and $171,911 for Mr. Adams~~ are attributable to performance-based and cultural-based RSU awards. These awards are reported based on the actual outcome of the performance conditions for fiscal year ~~2020~~2021 and target achievement (60%) for Company performance for fiscal years ~~2021~~2022 and ~~2022~~2023 and for the cultural-based RSUs. Assuming the highest level of performance will be achieved for the performance-based and cultural-based components of the grant in fiscal year ~~2020,~~2021, the amounts attributable to the performance-based and cultural-based RSUs would be: ~~$1,327,315~~$829,508 for Mr. ~~Dunston; $518,798~~Culbreth, $96,004 for Mr. ~~Culbreth; $308,969~~Joachimczyk, $482,935 for Mr. ~~Campbell; and $301,713~~Adams, $364,647 for Ms. May, $2,555,895 for Mr. ~~Adams.~~Dunston, and $494,336 for Mr. Campbell. For information on the valuation assumptions with respect to the RSU grants for fiscal year ~~2020,~~2021, refer to Note IH – Stock-Based Compensation in the Notes to the Consolidated Financial Statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended April 30, ~~2020.~~2021. For additional information about the fiscal 2021 awards for Messrs. Dunston and Campbell, see CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29.
2			Amounts in this column reflect the annual cash incentive compensation paid to the NEOs for fiscal years 2021, 2020, ~~2019~~ and ~~2018.~~2019.


3			This column represents the change in the present value of accumulated benefits under the ~~Salaried~~ Pension Plan during fiscal year 2021 (from May 1, 2020 to April 30, 2021), fiscal year 2020 (from May 1, 2019 to April 30, 2020), and fiscal year 2019 (from May 1, 2018 to April 30, 2019)~~, and fiscal year 2018 (from May 1, 2017 to April 30, 2018)~~. See the Pension Plan Benefits table on page 2934 for additional information. Mr. Culbreth, ~~does~~Mr. Joachimczyk, and Ms. May do not participate in the ~~Salaried~~ Pension Plan as ~~he was~~they were hired after the plan was frozen. Since the plan was frozen at the end of fiscal year 2012, changes in pension value from year to year are due solely to changes in actuarial factors and not additional benefit accruals. The Company does not provide any above-market or preferential earnings on nonqualified deferred compensation under the Pension Restoration Plan. The Pension Plan was terminated effective December 31, 2020.
4			See the All Other Compensation table below for additional information.

All Other Compensation

The following table describes each component of the amounts listed for fiscal year 2020 in the All Other Compensation column in the Summary Compensation Table.

Company Contributions to Retirement Savings Plan Other
Name 1 2 Total
S. Cary Dunston
$12,853

$6,124

$18,977
M. Scott Culbreth 12,078
5,342
17,420
R. Perry Campbell 12,044
24,966
37,010
Robert J. Adams 12,041
4,820
16,861


	Company Contributions to Retirement Savings Plan		Severance		Other
Name	1		2		3		Total
M. Scott Culbreth	$	16,744	$	—	$	8,672	$	25,416
Paul Joachimczyk	$	12,077	$	—	$	4,394	$	16,471
Robert J. Adams	$	13,757	$	—	$	5,133	$	18,890
Teresa M. May	$	4,062	$	—	$	1,282	$	5,344
S. Cary Dunston	$	1,885	$	719,231	$	357	$	721,473
R. Perry Campbell	$	8,061	$	271,148	$	280	$	279,489



1			These amounts represent matching 401(k) and profit-sharing contributions made to the ~~NEOs’~~NEOs' respective Retirement Savings Plan accounts.
2			These amounts reflect severance payments made to the NEOs. See CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29 for more information.
3			These amounts reflect payments of insurance premiums paid for supplemental life insurance and costs associated with medical exams from a nationally recognized medical ~~clinic and discounts received on the purchase of Company products.~~clinic. For Mr. ~~Dunston, $1,050~~Culbreth, $854 represents insurance premiums paid for supplemental life insurance and ~~$5,074~~$7,818 represents costs associated with medical exams. For Mr. ~~Culbreth, $629~~Joachimczyk, $453 represents insurance premiums paid for supplemental life insurance and ~~$5,342~~$3,941 represents costs associated with medical exams. For Mr. Campbell, $1,050 represents insurance premiums paid for supplemental life insurance, $5,522 represents costs associated with medical exams and $18,395 represents the value of discounts on cabinet purchases. For Mr. Adams, ~~$1,042~~$1,489 represents insurance premiums paid for supplemental life insurance and ~~$3,778~~$5,133 represents costs associated with medical exams. The amounts for Ms. May and Messrs. Dunston and Campbell represent insurance premiums paid for supplemental life insurance.

Grants of Plan-Based Awards in Fiscal Year ~~2020~~2021

The following table provides information about all equity and non-equity awards granted to the NEOs in fiscal year ~~2020.~~2021.


	Grant	Estimated Possible Payout Under Non-Equity Incentive Plan Awards						Estimated Possible Payouts Under Performance-Based and Cultural-Based Restricted Stock Units (# of Shares)			All Other Awards: Number of Restricted Stock Units	Grant Date Fair Value of Restricted Stock Unit Awards
Name	Date	1						2			3	4
		Threshold		Target		Superior		Threshold	Target	Superior
M. Scott	n/a	$	—	$	840,000	$	1,400,000
Culbreth	06/01/20							—	7,683	12,805	6,895	$	1,020,933

Paul	n/a	$	—	$	192,000	$	320,000
Joachimczyk	06/01/20							—	889	1,482	798	$	118,159

Robert J.	n/a	$	—	$	303,750	$	506,250
Adams	06/01/20							—	4,473	7,455	4,015	$	594,421

Teresa M.	n/a	$	—	$	240,000	$	400,000
May	06/01/20							—	3,377	5,629	3,031	$	448,796

S. Cary	n/a	$	—	$	1,122,000	$	1,870,000
Dunston	06/01/20							—	23,673	39,455	21,245	$	3,145,717

R. Perry	n/a	$	—	$	271,148	$	451,913
Campbell	06/01/20							—	4,579	7,631	4,109	$	608,414

Grant
Estimated Possible Payout Under Non-Equity Incentive Plan Awards
Estimated Possible Payouts Under Performance-Based and Cultural-Based Restricted Stock Units (# of Shares)
All Other Awards: Number of Restricted Stock Units
Grant Date Fair Value of Restricted Stock Unit Awards
Name Date
1
2
3
4

Threshold
Target
Superior
Threshold
Target
Superior

S. Cary n/a
$ 0

$ 1,122,000

$ 1,870,000

Dunston 06/03/19

0
10,756
17,927
9,653
$ 1,470,971

M. Scott n/a
$ 0

$ 341,445

$ 569,075

Culbreth 06/03/19

0
4,204
7,007
3,773
$ 574,948

R. Perry n/a
$ 0

$ 271,148

$ 451,913

Campbell 06/03/19

0
2,504
4,173
2,247
$ 342,409

Robert J. n/a
$ 0

$ 264,968

$ 441,613

Adams 06/03/19

0
2,445
4,075
2,195
$ 334,428



1			The amounts displayed in these columns reflect the threshold, target, and superior payouts under the fiscal year ~~2020~~2021 Annual Cash Bonus program described in the Compensation Discussion and Analysis based upon annual salary rates as of the last day of fiscal year ~~2020.~~2021. The amounts actually paid under this program for fiscal year ~~2020~~2021 are reflected in the Summary Compensation Table. Attainment of Company-wide goals for adjusted EBITDA and free cash flow were the only determinants of the amount of bonus paid. Mr. ~~Dunston's~~Culberth's potential bonus payment ranged from 0% to 200% of his ending fiscal year 2020 annual base salary, with a target of 120%. ~~Messrs. Culbreth, Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams~~Ms. May had potential bonus payments of 0% to 125% of their respective base salaries, with a target of 75%. The ~~Company’s~~Company's specific adjusted EBITDA and free cash flow goals for fiscal year ~~2020~~2021 are described in the Compensation Discussion and Analysis beginning on page ~~18,~~21, under the heading ~~“Company Goals”~~"Company Goals". Messrs. Dunston and Campbell did not receive a fiscal 2021 annual bonus due to their separations.
2			These columns reflect the threshold, target, and superior potential number of shares of the ~~Company’s~~Company's common stock that could be issued under performance-based and cultural-based RSUs that each NEO received during fiscal year ~~2020.~~2021. Based upon Company performance for fiscal year ~~2020~~2021 and target achievement (60%) for Company performance for fiscal years ~~2021~~2022 and ~~2022~~2023 and for the cultural-based RSUs, the actual numbers of shares that the NEOs may earn under the performance-based and cultural-based RSUs if they remain continuously employed through June ~~3, 2022~~1, 2023 are: ~~10,214 for Mr. Dunston, 3,992~~8,865 for Mr. Culbreth, ~~2,378~~1,026 Mr. Joachimczyk, 5,161 for Mr. ~~Campbell,~~Adams, and ~~2,322~~3,897 for ~~Mr. Adams.~~Ms. May. If the executive terminates employment prior to the vesting date, and after the committee has completed its performance evaluation, due to retirement, death or disability, the executive receives a pro rata portion of the award based upon the ~~executive’s~~executive's service from the grant date to the date of termination. At the time the grants are made, the potential payouts are performance-driven and, therefore, completely at risk. The Plan measurements for determining the number of earned RSUs are described in the Compensation Discussion and Analysis under the heading ~~“Restricted~~"Restricted Stock ~~Units”~~Units" beginning on page ~~20.~~24. For additional


			information about the fiscal 2021 awards for Messrs. Dunston and Campbell, see CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29.
3			This column reflects the number of RSUs granted to each NEO during fiscal year ~~2020~~2021 that were subject to service-based vesting conditions alone. These RSUs are payable on June ~~3, 2022~~1, 2023 if the NEO remains continuously employed through that date. If the executive terminates employment prior to the vesting date due to retirement, death or disability, the executive receives a pro rata portion of the award based upon the ~~executive’s~~executive's service from the grant date to the date of termination. For additional information about the fiscal 2021 awards for Messrs. Dunston and Campbell, see CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29.
4			This column reflects the full grant date fair value of the RSUs granted in fiscal year ~~2020~~2021 computed in accordance with FASB ASC Topic 718. The grant date fair value of the RSUs subject to performance-based and cultural-based vesting is calculated based upon actual Company performance for fiscal year 2020 and target achievement (60%) for Company performance for fiscal years ~~2021~~2022 and ~~2022~~2023 and for the cultural-based RSUs.

Outstanding Equity Awards at ~~2020~~2021 Fiscal Year-End

The following table provides information on the holdings, as of April 30, ~~2020,~~2021, of RSUs awarded to the NEOs. This table includes all unvested RSUs. All unvested RSU awards shown in the table below are scheduled to vest on the third anniversary of the applicable grant date for each award. For additional information about the RSU awards, see the description of long-term incentive awards in the Compensation Discussion and Analysis beginning on page ~~19.~~23. Messrs. Dunston and Campbell did not have any outstanding equity awards as of April 30, 2021.

Grant
Number of Restricted Stock Units that have Not Yet Vested
Market Value of Restricted Stock Units that have Not Yet Vested Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units that have Not Yet Vested
Equity Incentive Plan Awards: Market Value of Unearned Restricted Stock Units that have Not Yet Vested
Name Date
1
2 3
2

S. Cary 06/03/19
11,593
$ 595,996
13,790

$ 708,944
Dunston 06/04/18
8,979
$ 461,610
6,174

$ 317,405

06/02/17
7,468
$ 383,930
—

$ —

M. Scott 06/03/19
4,531
$ 232,939
5,390

$ 277,100
Culbreth 06/04/18
3,675
$ 188,932
2,527

$ 129,913

06/02/17
2,761
$ 141,943
—

$ —

R. Perry 06/03/19
2,699
$ 138,756
3,210

$ 165,026
Campbell 06/04/18
2,917
$ 149,963
2,006

$ 103,128

06/02/17
2,587
$ 132,998
—

$ —

Robert J. 06/03/19
2,636
$ 135,517
3,135

$ 161,170
Adams 06/04/18
2,850
$ 146,519
1,960

$ 100,764

06/02/17
2,238
$ 115,056
—

$ —


	Grant	Number of Restricted Stock Units that have Not Yet Vested	Market Value of Restricted Stock Units that have Not Yet Vested		Equity Incentive Plan Awards: Number of Unearned Restricted Stock Units that have Not Yet Vested	Equity Incentive Plan Awards: Market Value of Unearned Restricted Stock Units that have Not Yet Vested
Name	Date	1	2		3	2

M. Scott	06/01/20	9,850	$	979,681	9,850	$	979,681
Culbreth	06/03/19	6,148	$	611,480	3,773	$	375,263
	06/04/18	5,841	$	580,946	—	$	—

Paul	06/01/20	1,140	$	113,384	1,140	$	113,384
Joachimczyk	06/03/19	530	$	52,714	326	$	32,424

Robert J.	06/01/20	5,735	$	570,403	5,735	$	570,403
Adams	06/03/19	3,576	$	355,669	2,195	$	218,315
	06/04/18	4,530	$	450,554	—	$	—

Teresa M. May	06/01/20	4,330	$	430,662	4,330	$	430,662



1			This column reflects the ~~FY18~~FY19 awards actually earned (scheduled to vest on June ~~2, 2020)~~4, 2021) and the unvested service-based component of the ~~FY19~~FY20 and ~~FY20~~FY21 awards (scheduled to vest on June ~~4, 2021~~3, 2022 and June ~~3, 2022,~~1, 2023, respectively); the unvested ~~FY19~~FY20 and ~~FY20 performance-based component that has been earned under the FY19 awards (scheduled to vest on June 4, 2021); and the unvested FY20~~FY21 performance-based component that has been earned under the FY20 awards (scheduled to vest on June 3, 2022); and the unvested FY21 performance-based component that has been earned under the FY21 awards (scheduled to vest on June 1, 2023).
2			Based on the closing price per share of the ~~Company’s~~Company's common stock as of the last day of fiscal year ~~2020,~~2021, April 30, ~~2020,~~2021, which was ~~$51.41.~~$99.46.
3			This column reflects the unearned ~~FY21~~FY22 performance-based component ~~and cultural component of the FY19 awards (scheduled to vest on June 4, 2021) and the unearned FY21 and FY22 performance-based components~~ and cultural component of the FY20 awards (scheduled to vest on June 3, 2022) and the unearned FY22 and FY23 performance-based components and cultural component of the FY21 awards (scheduled to vest on June 1, 2023), in each case at maximum performance.

~~Option Exercises and~~ RSUs Vested in Fiscal Year ~~2020~~2021

Option Awards
Stock Awards

Number of Shares Acquired on Exercise
Value Realized on Exercise
Number of Shares Acquired on Vesting
Value Realized on Vesting

1
2
3
4
S. Cary Dunston 0

$0

9,116

$707,857
M. Scott Culbreth 1,467
55,585

3,195
248,092
R. Perry Campbell 0
0

3,374
261,991
Robert J. Adams 3,700
195,693

2,810
218,197


	Stock Awards
	Number of Shares Acquired on Vesting	Value Realized on Vesting
	1	2
M. Scott Culbreth	2,761	$	182,585
Paul Joachimczyk	—	$	—
Robert J. Adams	2,238	$	147,999
Teresa M. May	—	$	—
S. Cary Dunston	21,879	$	1,531,739
R. Perry Campbell	2,587	$	171,078



1		~~This column represents the number of securities for which the options were exercised. There were no shares withheld for payment of taxes.~~
2	~~This column represents the difference between the market price of the underlying securities at exercise less the exercise price.~~
3	This column represents the gross number of shares of RSUs that vested, consisting ~~in each case~~ of RSUs that were originally granted in June ~~2016~~2017 and which vested in June ~~2019.~~2020, as well as RSUs acquired by Mr. Dunston upon his retirement. For additional information about the shares acquired by Mr. Dunston, see CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29.
42		This column represents the value of the RSUs that vested on the date the shares were transferred, which was the closing price of the Company stock on the transfer date.

Pension Plan Benefits

The following table reports the present value of the accumulated plan benefit at April 30, ~~2020,~~2021, for the NEOs under the ~~Salaried~~ Pension Plan based upon the assumptions described below in Note 1. No pension benefit payments were made to any of the NEOs during fiscal year ~~2020.~~2021. Mr. Culbreth, ~~does~~Mr. Joachimczyk, and Ms. May do not participate in the ~~Salaried~~ Pension Plan. See ~~“Pension~~"Pension and Savings ~~Plans”~~Plans" on page 2427 for a discussion of pension plan benefits.

Number of Years Present Value of Accumulated Benefit

Pension Plan Name Credited Service 1
S. Cary Dunston Salaried Pension Plan 5.5
$175,515
R. Perry Campbell Salaried Pension Plan 7.9 198,671
Robert J. Adams Salaried Pension Plan 3.8 88,376


		Number of Years	Present Value of Accumulated Benefit
	Pension Plan Name	Credited Service	1
Robert J. Adams	Pension Plan	3.8	$	94,207
S. Cary Dunston	Pension Plan	5.5	$	190,986
R. Perry Campbell	Pension Plan	7.9	$	215,582



1			The accumulated benefit is based on service and earnings (base salary and bonus, as described above) considered by the ~~Salaried~~ Pension Plan for the period through April 30, 2012 (the date on which the ~~Salaried~~ Pension Plan was frozen). The present value of accumulated benefit has been calculated assuming the NEOs begin receiving their benefits at age 65. As described in Note JI – Employee Benefit and Retirement Plans in the Notes to the Consolidated Financial Statements of the ~~Company’s~~Company's Annual Report on Form 10-K for the year ended April 30, ~~2020,~~2021, the interest assumption is ~~3.16%~~2.80%. The post-retirement mortality assumption is based on the Pri-2012 Mortality Table with generational MP-2019 projections mortality improvement. The Pension Plan was terminated effective December 31, 2020.

Nonqualified Deferred Compensation

The amounts reported in the table below represent the change in value in the accounts of the NEOs under the ~~Company’s~~Company's non-tax qualified, non-contributory defined contribution supplemental Pension Restoration Plan (PRP) from May 1, ~~2019~~2020 through April 30, ~~2020,~~2021, as well as their aggregate balances as of April 30, ~~2020.~~2021. The Company discontinued contributions to the PRP effective May 1, 2012. Messrs. Culbreth, ~~Campbell~~Joachimczyk, and Adams and Ms. May do not participate in the PRP.

Nonqualified Deferred Compensation

Company Contributions Aggregate Earnings in FY 2020 Withdrawals/ Distribution in Aggregate Balance at

in FY 2020 1 FY 2020 April 30, 2020
S. Cary Dunston
$0

($1,220 )
$0

$225,690


	Nonqualified Deferred Compensation
	Company Contributions		Aggregate Earnings in FY 2021		Withdrawals/ Distribution in		Aggregate Balance at
	in FY 2021		1		FY 2021		April 30, 2021
S. Cary Dunston	$	—	$	62,004	$	(27,841)	$	259,854



1			Earnings were credited to the account of Mr. Dunston based upon his respective investment choices. These earnings were not above market and so were not included in the Summary Compensation Table.

Employment Agreements and Post-Employment Compensation Arrangements

As of April 30, ~~2020,~~2021, the Company had entered into employment agreements with ~~Messrs. Dunston,~~Mr. Culbreth, ~~Campbell~~Mr. Joachimczyk, Mr. Adams and ~~Adams~~Ms. May to fulfill the duties of each executive's respective position. These employment agreements provide for ~~“double trigger”~~"double trigger" vesting of outstanding equity awards in connection with a change of control and do not provide for a tax gross-up for any golden parachute excise taxes.

The respective agreements specify a base salary for Mr. ~~Dunston~~Culbreth of at least ~~$550,000~~$700,000 per year, for Mr. ~~Culbreth~~Joachimczyk of at least ~~$260,000~~$320,000 per year, ~~for Mr. Campbell of at least $251,838 per year and~~ for Mr. Adams of at least $254,101 per year, and for Ms. May of at least $320,000 per year, each subject to annual upward adjustments as the Company shall deem appropriate from time to time and as approved within general practice and authority levels required by the Compensation and Social Principles Committee.

Further, the NEOs are entitled to participate in the ~~Company’s~~Company's annual incentive program with a target potential bonus of 120% of Mr. ~~Dunston’s~~Culbreth's then current base salary, with a maximum potential bonus of 1.67 times target bonus, a target potential bonus of 60% of Mr. Joachimczyk's then current base salary with a maximum potential of 1.67 times target bonus, and a target potential bonus of 75% of ~~Messrs. Culbreth's, Campbell's~~Mr. Adams' and ~~Adams'~~Ms. May's then current base salaries with a maximum potential bonus of 1.67 times target bonus. In each case, the actual amount of the bonus paid will be related to achievement of certain performance objectives set by the Compensation and Social Principles Committee at the beginning of each fiscal year. The employment agreements with ~~Messrs. Dunston,~~Mr. Culbreth, ~~Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams~~Ms. May are for one-year terms that end on December 31 of each year and provide for an automatic one-year extension, unless either party to the agreement gives notice on or before November 1 of the preceding year.

Under these agreements, each executive is entitled to severance pay should his employment be terminated by the Company without cause. Mr. ~~Dunston~~Culbreth would be entitled to severance pay for a period of 24 months, and ~~Messrs. Culbreth, Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams~~Ms. May are each entitled to severance pay for a period of 12 months. The length of Mr. ~~Dunston's~~Culbreth's severance pay period is longer than that of ~~Messrs. Culbreth, Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams,~~Ms. May, due to the greater span of control, accountability, and ability to impact the ~~Company’s~~Company's performance inherent in Mr. ~~Dunston's~~Culbreth's role as Chief Executive Officer. In addition, Mr. ~~Dunston~~Culbreth would be entitled to a target bonus payment of 120% of his base salary. The executives would also be entitled to receive subsidized COBRA coverage, and a tax gross-up with respect to such coverage, from the Company following their termination of employment, for a period of up to 18 months for Mr. ~~Dunston~~Culbreth and up to 12 months for ~~Messrs. Culbreth, Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams.~~Ms. May. The employment agreements define ~~“cause”~~"cause" as neglect of duty that is not corrected after 90 ~~days’~~days' written notice, misconduct, malfeasance, fraud, or dishonesty which materially and adversely impacts the Company or its reputation, or conviction or entering a plea of nolo contendere to a felony or crime involving moral turpitude. Severance payments would be made in accordance with the ~~Company’s~~Company's usual payroll practices for salaried personnel, subject to the requirements of Section 409A of the Code. Under the terms of these agreements, each executive has agreed to not

compete with the Company both while they are employed and during the time they receive severance pay, and not to solicit its employees for a period of 12 months after the expiration of the agreements.

Each of the employment agreements for ~~Messrs. Dunston,~~Mr. Culbreth, ~~Campbell~~Mr. Joachimczyk, Mr. Adams, and ~~Adams~~Ms. May provides certain benefits upon a change in control of the Company. The employment agreements define ~~“change~~"change in ~~control”~~control" as an acquisition by a third party of 30% or more of the outstanding Company stock; a change in the ~~Company’s~~Company's Board of Directors, such that the current members and their approved successors cease to be a majority; a merger or other business combination following which the ~~Company’s~~Company's pre-transaction shareholders cease to hold more than 50% of the ~~Company’s~~Company's stock; or complete liquidation or dissolution of the Company or the sale or other disposition of substantially all of its assets. The Company cannot terminate these agreements for 24 months after a change in control. Upon a change in control of the Company, Mr. ~~Dunston~~Culbreth can terminate his employment for any reason at any time during the two-year period following the change in control. If Mr. ~~Dunston~~Culbreth chooses to exercise this right under these circumstances, or if the Company terminates Mr. ~~Dunston's~~Culbreth's employment without cause within 3 months before or 2 years after a change in control, then he would receive a single lump sum payment equal to 2.99 times the sum of:



			•						the greater of his annual base salary at the time of termination or the largest base salary in effect during the term of his agreement, and
			•						an amount equal to 120% of Mr. ~~Dunston's~~Culbreth's base salary.

If Mr. ~~Culbreth, Mr. Campbell, or~~Joachimczyk, Mr. Adams or Ms. May terminates ~~his~~his/her employment for good reason within one year after a change in control, or if the Company terminates ~~Messrs. Culbreth's, Campbell's~~Mr. Joachimczyk's, Mr. Adams', or ~~Adams'~~Ms. May's employment without cause within three months before or one year after a change in control, then hehe/she would be entitled to a lump sum payment equal to two times the sum of:



			•						the greater of ~~his~~his/her annual base salary at the time of termination, a change in control, or ~~his~~his/her largest base salary in effect during the term of ~~his~~his/her agreement, and
			•						an amount equal to the greater of the average of bonuses paid for the three preceding fiscal years or 60% of his maximum eligible annual cash bonuses for the year of termination.

Each of ~~Messrs. Culbreth, Campbell~~Mr. Joachimczyk, Mr. Adams or ~~Adams~~Ms. May would have good reason to terminate his employment if:



			•						~~his~~his/her base salary is reduced,
			•						hehe/she is not in good faith considered for a bonus,
			•						hehe/she is not in good faith considered for other executive compensation benefits,
			•						~~his~~his/her place of employment is relocated to a location further than 50 miles from his current place of employment, or
			•						~~his~~his/her working conditions or management responsibilities are substantially diminished (other than on account of disability).

If a ~~NEO’s~~NEO's employment is terminated without cause, or if the NEO terminates employment for good reason, on or at any time following the date of a change of control, then such ~~officer’s~~officer's outstanding equity awards will become 100% vested. If the termination occurs prior to the date of a change of control but after a definitive agreement has been signed that would result in a change of control if the transition contemplated by the agreement were consummated, then the executive will conditionally vest in any outstanding equity awards, subject to consummation of the change of control. If any of the NEOs were to die or were to terminate employment with the Company due to disability, any vested and exercisable stock options previously awarded would remain exercisable for a period of one year following the death or disability. If one of the NEOs were to terminate employment prior to the vesting date (and with respect to cultural and performance-based RSUs, after the Compensation and Social Principles Committee has completed its performance evaluation) due to retirement, death or disability, the executive would vest in and receive a prorated portion of their RSU awards based upon the ~~executive’s~~executive's total service from the grant date through the date of termination. Retirement is defined as age 55 with at least 10 years of service.

The following table represents the payments that would have been made or value of benefits provided to Mr. Dunston upon termination of his employment under various scenarios, if that event had occurred on April 30, 2020.

Termination Event

Qualifying Termination in Connection with a Change in Control Termination by Company Without Cause (No Change In Retirement,Death or Voluntary Termination (No Change In Control)/Termination by Company
Payment Type 1 Control) Disability for Cause
Base Salary
$2,795,650

$1,870,000

$0

$0
Annual Bonus 3,354,780
2,244,000
0
0
COBRA Reimbursement 17,215
17,215
0
0
Accelerated RSU Vesting 2,467,886
0
810,250
0
Total
$8,635,532

$4,131,215

$810,250

$0



1	The cash payments would be triggered by termination of employment by Mr. Dunston for any reason during the two-year period following a change in control or termination of his employment by the Company without cause within three months before or two years after a change in control. Mr. Dunston’s unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Dunston for good reason at any time on or after a change in control.

The following table represents the payments that would have been made or value of benefits provided to Mr. Culbreth upon termination of his employment under various scenarios, if that event had occurred on April 30, ~~2020.~~2021.

Termination Event

Qualifying Termination in Connection with a Change in Control Termination by Company Without Cause (No Change In Retirement,Death or Voluntary Termination (No Change In Control)/Termination by Company
Payment Type 1 Control) Disability for Cause
Base Salary
$910,520

$455,260

$0

$0
Annual Bonus 682,890
0
0
0
COBRA Reimbursement 12,200
12,200
0
0
Accelerated RSU Vesting 970,826
0
314,221
0
Total
$2,576,436

$467,460

$314,221

$0


	Termination Event
	Qualifying Termination in Connection with a Change in Control		Termination by Company Without Cause (No Change In		Retirement,Death, or		Voluntary Termination (No Change In Control)/Termination by Company
Payment Type	1		Control)		Disability		for Cause
Base Salary	$	2,093,000	$	1,400,000	$	—	$	—
Annual Bonus	$	2,511,600	$	1,680,000	$	—	$	—
COBRA Reimbursement	$	15,260	$	15,260	$	—	$	—
Accelerated RSU Vesting	$	3,527,051	$	—	$	1,194,487	$	—
Total	$	8,146,911	$	3,095,260	$	1,194,487	$	—



1			The cash payments would be triggered by termination of employment by Mr. Culbreth for ~~good~~any reason ~~within~~during the ~~one-year~~two-year period ~~after~~following a change in control or termination of his employment by the Company without cause within three months before or ~~one year~~two years after a change in control. Mr. Culbreth's unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Culbreth for good reason at any time on or after a change in control.

The following table represents the payments that would have been made or value of benefits provided to Mr. ~~Campbell~~Joachimczyk upon termination of his employment under various scenarios, if that event had occurred on April 30, ~~2020.~~2021.

Termination Event

Qualifying Termination in Connection with a Change in Control Termination by Company Without Cause (No Change In Retirement,Death or Voluntary Termination (No Change In Control)/Termination by Company
Payment Type 1 Control) Disability for Cause
Base Salary
$723,060

$361,530

$0

$0
Annual Bonus 542,295
0
0
0
COBRA Reimbursement 11,740
11,740
0
0
Accelerated RSU Vesting 689,871
0
255,796
0
Total
$1,966,966

$373,270

$255,796

$0


	Termination Event
	Qualifying Termination in Connection with a Change in Control		Termination by Company Without Cause (No Change In		Retirement,Death, or		Voluntary Termination (No Change In Control)/Termination by Company
Payment Type	1		Control)		Disability		for Cause
Base Salary	$	640,000	$	405,000	$	—	$	—
Annual Bonus	$	480,000	$	—	$	—	$	—
COBRA Reimbursement	$	13,940	$	13,940	$	—	$	—
Accelerated RSU Vesting	$	311,907	$	—	$	63,710	$	—
Total	$	1,445,847	$	418,940	$	63,710	$	—



1			The cash payments would be triggered by termination of employment by Mr. ~~Campbell~~Joachimczyk for good reason within the one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control. Mr. ~~Campbell's~~Joachimczyk's unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. ~~Campbell~~Joachimczyk for good reason at any time on or after a change in control.

The following table represents the payments that would have been made or value of benefits provided to Mr. Adams upon termination of his employment under various scenarios, if that event had occurred on April 30, ~~2020.~~2021.

Termination Event

Qualifying Termination in Connection with a Change in Control Termination by Company Without Cause (No Change In Retirement,Death or Voluntary Termination (No Change In Control)/Termination by Company
Payment Type 1 Control) Disability for Cause
Base Salary
$706,580

$353,290

$0

$0
Annual Bonus 529,935
0
0
0
COBRA Reimbursement 12,004
12,004
0
0
Accelerated RSU Vesting 659,025
0
235,846
0
Total
$1,907,544

$365,294

$235,846

$0


	Termination Event
	Qualifying Termination in Connection with a Change in Control		Termination by Company Without Cause (No Change In		Retirement,Death, or		Voluntary Termination (No Change In Control)/Termination by Company
Payment Type	1		Control)		Disability		for Cause
Base Salary	$	810,000	$	405,000	$	—	$	—
Annual Bonus	$	607,500	$	—	$	—	$	—
COBRA Reimbursement	$	12,822	$	12,822	$	—	$	—
Accelerated RSU Vesting	$	2,165,344	$	—	$	801,322	$	—
Total	$	3,595,666	$	417,822	$	801,322	$	—



1			The cash payments would be triggered by termination of employment by Mr. Adams for good reason within the one-year period after a change in control or termination of his employment by the Company without cause within three months before or one year after a change in control. Mr. Adams' unvested RSUs will fully vest upon any termination by the Company without cause or termination by Mr. Adams for good reason at any time on or after a change in control.

The following table represents the payments that would have been made or value of benefits provided to Ms. May upon termination of her employment under various scenarios, if that event had occurred on April 30, 2021.


	Termination Event
	Qualifying Termination in Connection with a Change in Control		Termination by Company Without Cause (No Change In		Retirement,Death, or		Voluntary Termination (No Change In Control)/Termination by Company
Payment Type	1		Control)		Disability		for Cause
Base Salary	$	640,000	$	320,000	$	—	$	—
Annual Bonus	$	480,000	$	—	$	—	$	—
COBRA Reimbursement	$	—	$	—	$	—	$	—
Accelerated RSU Vesting	$	861,324	$	—	$	119,628	$	—
Total	$	1,981,324	$	320,000	$	119,628	$	—


1			The cash payments would be triggered by termination of employment by Ms. May for good reason within the one-year period after a change in control or termination of her employment by the Company without cause within three months before or one year after a change in control. Ms. May's unvested RSUs will fully vest upon any termination by the Company without cause or termination by Ms. May for good reason at any time on or after a change in control.

Messrs. Dunston and Campbell separated during fiscal 2021 and were not employed on April 30, 2021. The actual compensation and benefits received by each of Messrs. Dunston and Campbell upon their respective separations is described above under CD&A, "Separation Agreements with Messrs. Dunston and Campbell" on page 29.

Pay Ratio Disclosure

In accordance with rules adopted by the Securities and Exchange Commission ~~(“SEC”~~("SEC"), the Company is required to disclose the ratio of the annual total compensation of the employee with the median of the annual total compensation of all employees (“("Median ~~Employee”~~Employee") to the annual total compensation of the principle executive officer ~~(“PEO”~~("PEO").

We are using the same Median Employee in our fiscal 2020 pay ratio disclosure as we used in our fiscal 2019 pay ratio disclosure, as there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. The ~~Company’s~~Company's PEO is Mr. ~~Dunston.~~Culbreth. We ~~previously~~ identified the Median Employee by examining the total taxable compensation for calendar year ~~2018,~~2020, as reported on W-2 statements for US employees or the equivalent for non-US employees, for all employees, excluding our PEO, who were employed by us on February 1, ~~2019.~~2020. As of February 1, ~~2019,~~2020, we had approximately ~~9,326~~9,979 employees, including full-time and part-time permanent employees as well as seasonal or temporary employees, but excluding any temporary workers employed by a third party (i.e., ~~“leased workers”~~"leased workers"). We annualized the compensation for any full-time permanent employees hired during calendar year ~~2018,~~2020, but not for any part-time permanent employees or seasonal or temporary employees. We calculated the Median ~~Employee’s~~Employee's fiscal year ~~2020~~2021 annual total compensation using the same methodology as that used in the Summary Compensation Table for Mr. ~~Dunston.~~Culbreth. We included the value of employer paid health benefits for both the Median Employee and Mr. ~~Dunston.~~Culbreth.

In fiscal 2021, we had two different PEOs, each serving during part of the year. Mr. Culbreth was our PEO at the end of fiscal 2021. Mr. Dunston was our PEO prior to July 9, 2020. For purposes of calculating the PEO pay ratio for fiscal 2021, we annualized Mr. Culbreth's fiscal 2021 compensation as PEO, assuming he was PEO for the full year. We included his full annual base salary rate as PEO of $700,000, his actual annual bonus of $1,268,400, the target long-term incentive award he would have received (300% of base salary) if he had been PEO at the time of the fiscal 2021 grant (made in June 2020), adjusted for actual fiscal 2021 performance ($2,355,129), and his all other compensation ($25,416). His total annualized compensation for fiscal 2021 was $4,362,481.

The ratio of the annual total compensation of our PEO to the annual total compensation of our Median Employee for fiscal year ~~2020~~2021 is as follows:



Median Employee Annual Total Compensation	$~~43,048~~	64,929
PEO Annual Total Compensation	$~~3,553,931~~	4,362,481
Ratio of PEO to Median Employee Annual Total Compensation	~~82.6:~~67.2:1

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC's rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

COMPENSATION AND SOCIAL PRINCIPLES COMMITTEE REPORT

The Compensation and Social Principles Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based upon its review and discussions with management, the Committee recommended to the ~~Company’s~~Company's Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended April 30, ~~2020.~~2021. This report is provided by the following independent directors, who comprise the Compensation and Social Principles Committee:


			Martha M. Hayes, Chair
			David A. Rodriguez
			Vance W. Tang ~~Chair~~
	~~Martha M. Hayes~~
	~~James G. Davis~~

COMPENSATION AND SOCIAL PRINCIPLES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation and Social Principles Committee or executive officer of the Company has a relationship that would constitute an interlocking relationship with executive officers or directors of another entity.

~~COMPANY’S~~COMPANY'S COMPENSATION POLICIES AND PRACTICES RELATING TO RISK MANAGEMENT

The Compensation and Social Principles Committee oversees ~~management’s~~management's evaluation of whether the ~~Company’s~~Company's employee compensation policies and practices pose any risks that are reasonably likely to have a material adverse effect on the Company. In conducting this evaluation, management reviews the ~~Company’s~~Company's overall compensation structure and may take into account such factors as the overall mix of compensation, the performance metrics that are used under the ~~Company’s~~Company's employee incentive programs, the length of the performance periods under such programs, and the

overall business risk of the Company. Management undertakes such a review periodically at the Compensation ~~Committee’s~~and Social Principles Committee's direction and reports to the Compensation and Social Principles Committee any finding that a risk related to the ~~Company’s~~Company's compensation structure may exist, as well as any factors which may mitigate the risk posed by the particular compensation policy or practice. The Company has determined that there are currently no risks arising from its compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

NON-MANAGEMENT ~~DIRECTORS’~~DIRECTORS' COMPENSATION

In connection with other proactive measures being taken in response to the impacts of COVID-19, the Board of Directors also elected to reduce their cash retainer by 50% for the first quarter of fiscal year ~~2021~~2022 at its May ~~2020~~2021 meeting.

The ~~Company’s~~Company's non-management director compensation program has the following objectives:



			•						compensation should fairly pay non-management directors for work required for the ~~Company’s~~Company's size and scope,
			•						compensation should align non-management ~~directors’~~directors' interests with the long-term interests of shareholders, and
			•						the structure of the compensation should be simple, transparent, and easy for shareholders to understand.

Non-management ~~directors’~~directors' compensation includes the following compensation elements:

Cash Director Fees. The annual cash retainer paid to non-management directors is $70,000 per year. The Non-Executive Chair of the Board receives an additional annual retainer of $125,000 per year, the Audit Committee Chair receives an additional annual retainer of $20,000 per year, the Compensation and Social Principles Committee receives an additional annual retainer of $15,000 per year, ~~while the Compensation Committee~~ and the Governance, Sustainability and Nominating Committee ~~Chairs each receive~~Chair receives an additional annual retainer of $10,000 per year. Directors who are also employees of the Company receive no additional compensation for their services on the Board. All directors are reimbursed for out-of-pocket costs incurred for travel and other expenses incurred for attending Board and committee meetings.

Stock Compensation. During fiscal year ~~2020,~~2021, non-employee directors were each awarded ~~1,200~~1,640 RSUs under the 2015 Non-Employee Directors Restricted Stock Unit Plan (“("Director ~~RSUs”~~RSUs"). Under the terms of the Director RSUs, granted August ~~22, 2019,~~20, 2020, if the recipients continuously serve as directors of the Company through August 15, ~~2021,~~2022, then they will receive ~~1,200~~1,640 shares of the ~~Company’s~~Company's common stock. If a director leaves the Board for any reason prior to August 15, ~~2021,~~2022, he or she will receive a pro-rata number of shares based on his or her days of service. Upon a change of control of the Company, each non-employee director will receive the full number of shares issuable under the RSUs if he or she continues to serve until the date of the change of control.

Stock Ownership Guidelines. Effective August 2019, the Board of Directors has adopted guidelines for stock ownership by its non-management directors. The stock ownership guideline for non-management directors is equivalent to five times the annual cash retainer. Non-management directors have 5 years from the later of the date they are first elected or appointed to the Board or the date the ownership guidelines went into effect in August 2019 to meet the ownership guideline established by the Board of Directors. The Company determines the amount of Company stock its non-management directors hold by including all shares of Company stock owned outright by the individual as well as unvested RSUs. As of April 30, ~~2020,~~2021, all non-management directors met or were on pace to meet the ownership guidelines.

The following table sets forth the compensation earned by or paid to the ~~Company’s~~Company's non-management directors during fiscal year ~~2020.~~2021.

Director Fees Paid In Cash Director RSUs
Name of Director 1 2 Total
Andrew B. Cogan $ 85,000
$ 89,748
$ 174,748
James G. Davis, Jr. 70,000
89,748
159,748
Martha M. Hayes 70,000
89,748
159,748
Daniel T. Hendrix 70,000
89,748
159,748
Teresa M. May (3) 70,000
89,748
159,748
Carol B. Moerdyk 80,000
89,748
169,748
David W. Moon (4) 52,500
89,748
142,248
Vance W. Tang 80,000
89,748
169,748


	Director Fees Paid In Cash		Director RSUs
Name of Director	1		2		Total
Andrew B. Cogan	$	80,000	$	147,010	$	227,010
James G. Davis, Jr.	$	63,750	$	147,010	$	210,760
Martha M. Hayes	$	72,500	$	147,010	$	219,510
Daniel T. Hendrix	$	61,250	$	147,010	$	208,260
Carol B. Moerdyk	$	68,750	$	147,010	$	215,760
David A. Rodriguez	$	52,500	$	—	$	52,500
Vance W. Tang	$	157,500	$	147,010	$	304,510
Emily C. Videtto	$	17,500	$	—	$	17,500



1		This column reflects the amount of cash compensation earned during fiscal year ~~2020~~2021 for Board and committee service.
2		This column represents the dollar amounts of the aggregate grant date fair value of the Director RSUs granted during fiscal year ~~2020~~2021 in accordance with FASB ASC Topic 718. These grants were all made on August ~~22, 2019,~~20, 2020, and the grant date fair value at the time of the grant is the number of Director RSUs multiplied by the closing price of the ~~Company’s~~Company's stock on the date of grant, which was ~~$74.79.~~$89.64. As of April 30, ~~2020,~~2021, each director ~~(other than~~held 2,840 unvested RSUs, with the exception of Mr. Rodriguez and Ms. ~~May and Mr. Moon)~~Videtto who held ~~2,020~~no unvested RSUs.
3	~~Ms. May resigned from the Board effective April 5, 2020 to accept a leadership position with the Company impacting her ability to serve on the Board.~~
4	~~Mr. Moon resigned from the Board effective February 18, 2020 to accept a leadership position overseas impacting his ability to serve on the Board.~~

SECURITY OWNERSHIP

Share Ownership of Directors and Executive Officers

The following table sets forth information regarding shares of the ~~Company’s~~Company's common stock beneficially owned as of June ~~19, 2020,~~18, 2021, by (1) each director and director nominee of the Company, (2) each of the ~~Company’s~~Company's NEOs (as identified in the ~~“Summary~~"Summary Compensation ~~Table”~~Table"), and (3) the ~~Company’s~~Company's current directors and executive officers as a group. Unless otherwise noted, and to the best knowledge of the Company, each of the shareholders listed below has sole voting power and sole investment power with respect to the number of shares set forth opposite the ~~shareholder’s~~shareholder's name.

Name Number of Shares Beneficially Owned Aggregate Percent of Class
Martha M. Hayes (1) 42,290 *
S. Cary Dunston (2) 42,149 *
James G. Davis, Jr. (3) 20,703 *
Vance W. Tang (4) 19,090 *
Carol B. Moerdyk (5) 16,490 *
Daniel T. Hendrix (6) 7,975 *
R. Perry Campbell 7,754 *
M. Scott Culbreth 7,512 *
Andrew B. Cogan (7) 5,142 *
Robert J. Adams 4,519 *
All directors and executive officers as a group (10 persons) (8) 173,624 1.0 %


Name	Number of Shares Beneficially Owned	Aggregate Percent of Class
Martha M. Hayes (1)	43,490	*
S. Cary Dunston (2)	42,149	*
James G. Davis, Jr. (3)	21,903	*
Vance W. Tang (4)	18,820	*
Carol B. Moerdyk (5)	17,690	*
M. Scott Culbreth	10,740	*
R. Perry Campbell (2)	7,754	*
Robert J. Adams	7,039	*
Andrew B. Cogan (6)	6,342	*
Daniel T. Hendrix (7)	5,000	*
David A. Rodriguez	587	*
Teresa M. May	376	*
Paul Joachimczyk	6	*
Emily C. Videtto	—	*
All directors and executive officers as a group (14 persons) (8)	181,896	1.1	%



*			Indicates less than 1%.
(1)			Includes 500 shares held by Ms. Hayes as Trustee for the R.M. Dally Family Trust, for which Ms. Hayes has shared voting and dispositive power. Includes ~~820~~1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020~~18, 2021 if Ms. Hayes continuously serves on the board of directors through the maturity date for the RSUs.
(2)			~~Includes 31,605~~Number of shares ~~held jointly by Mr.~~beneficially owned for Messrs. Dunston and ~~his spouse, for which Mr. Dunston has shared voting and dispositive power.~~Campbell are based on Form 4s filed on June 3, 2020.
(3)			Includes ~~820~~1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020~~18, 2021 if Mr. Davis continuously serves on the board of directors through the maturity date for the RSUs.
(4)			Includes 10,270 shares held by Mr. Tang as Trustee for the Tang Family Trust, for which Mr. Tang has shared voting and dispositive power. Includes ~~820~~1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020~~18, 2021 if Mr. Tang continuously serves on the board of directors through the maturity date for the RSUs.
(5)			Includes 15,200 shares held by Ms. Moerdyk as Trustee for the Greene-Moerdyk Revocable Trust, for which Ms. Moerdyk has shared voting and dispositive power. Includes ~~820~~1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020~~18, 2021 if Ms. Moerdyk continuously serves on the board of directors through the maturity date for the RSUs.
(6)			Includes ~~820~~1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020~~18, 2021 if Mr. Cogan continuously serves on the board of directors through the maturity date for the RSUs.


(7)		Includes 1,200 shares that may be acquired upon the conversion of RSUs within 60 days after June 18, 2021 if Mr. Hendrix continuously serves on the board of directors through the maturity date for the RSUs.
~~(7)~~(8)		Includes ~~820~~7,200 shares that may be acquired upon the conversion of RSUs within 60 days after June ~~19, 2020 if Mr. Cogan continuously serves on the board of directors through the maturity date for the RSUs.~~
~~(8)~~	~~Includes 4,920 shares that may be acquired upon the conversion of RSUs within 60 days after June 19, 2020~~18, 2021 if the director continuously serves on the board of directors through the maturity date for their respective RSUs.

Share Ownership of Principal Beneficial Owners

The following table sets forth information regarding shares of the ~~Company’s~~Company's common stock beneficially owned by each shareholder the Company believes to own more than 5% of the ~~Company’s~~Company's outstanding common stock. This data is based upon Schedules 13G (and in one instance, a Form 13F) filed with the SEC. Unless otherwise noted, and to the best knowledge of the Company, each of the shareholders listed below has sole voting power and sole investment power with respect to the number of shares set forth opposite the ~~shareholder’s~~shareholder's name.


Name	Number of Shares Beneficially Owned	Aggregate Percent of Class (6)

BlackRock, Inc. (1)	2,618,618	15.4%
55 East 52nd Street
New York, NY 10055

The Vanguard Group (2)	1,472,952	8.7%
100 Vanguard Blvd.
Malvern, PA 19355

Cooke & Bieler LP (3)	1,080,842	6.5%
2001 Market Street, Suite 4000
Philadelphia, PA 19103

Wellington Management Group LLP (4)	1,028,999	6.1%
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210

Broad Run Investments Management, LLC (5)	958,739	5.6%
1530 Wilson Blvd, Suite 530
Arlington, VA 22209

Name Number of Shares Beneficially Owned Aggregate Percent of Class (5)

BlackRock, Inc. (1) 2,404,668 14.2%
55 East 52nd Street

New York, NY 10055

Wellington Management Group LLP (2) 1,874,204 10.9%
c/o Wellington Management Company LLP

280 Congress Street

Boston, MA 02210

Broad Run Investments Management, LLC (3) 1,731,424 10.2%
1530 Wilson Blvd, Suite 530

Arlington, VA 22209

The Vanguard Group (4) 1,495,171 8.8%
100 Vanguard Blvd.

Malvern, PA 19355



(1)			The beneficial ownership information for BlackRock, Inc. is based upon the Schedule 13G filed with the SEC on January 25, 2021, which indicated the BlackRock, Inc. has sole voting power over 2,585,336 shares and sole dispositive power over 2,618,618 shares.
(2)			The beneficial ownership information for The Vanguard Group is based upon the Schedule 13G/A filed with the SEC on February ~~4, 2020.~~10, 2021, which indicated that The Vanguard Group has shared voting power for 17,856 shares, sole dispositive power for 1,440,598 shares and shared dispositive power for 32,354 shares.
~~(2)~~(3)			The beneficial ownership information for Cooke & Bieler LP is based upon the Form 13F filed with the SEC on May 13, 2021.


(4)		The beneficial ownership information for Wellington Management Group LLP is based upon the Schedule 13G/A filed with the SEC on ~~January 8, 2020,~~February 4, 2021, which indicated that Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power for ~~1,641,612~~903,341 shares and shared dispositive power for all ~~1,847,204~~1,028,999 shares, and Wellington Management Company LLP has shared voting power for ~~1,628,654~~897,661 shares and shared dispositive power for ~~1,790,964~~1,006,938 shares.
~~(3)~~(5)		The beneficial ownership information for Broad Run Investments Management, LLC is based upon the Schedule 13G/A filed with the SEC on February ~~14, 2020.~~
~~(4)~~	~~The beneficial ownership information for The Vanguard Group is based upon the Schedule 13G/A filed with the SEC on February 12, 2020,~~16, 2021, which indicated that ~~The Vanguard Group~~Broad Run Investments Management, LLC has sole voting power ~~for 35,174~~over 927,945 shares ~~shared voting power for 4,713 shares,~~and sole dispositive power ~~for 1,457,352 shares and shared dispositive power for 37,819~~over 958,739 shares.
~~(5)~~(6)		Percentage calculated based on the number of shares of Company common stock outstanding as of the record date for the Annual Meeting.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 (the ~~“Exchange Act”~~"Exchange Act") requires the ~~Company’s~~Company's directors and officers and persons who beneficially own more than 10% of the ~~Company’s~~Company's common stock to file with the SEC reports of initial ownership and changes in ownership of the ~~Company’s~~Company's common stock.

Based upon the ~~Company’s~~Company's review of Forms 3, 4, and 5 (and amendments thereto) filed with the SEC during or with respect to the ~~Company’s~~Company's fiscal year ended April 30, ~~2020,~~2021, and written representations from the ~~Company’s~~Company's directors and executive officers that no Forms 5 were required to be filed by those persons for that fiscal year, the Company is not aware that any director, executive officer, or 10% shareholder failed to file in a timely fashion any such reports, except Mr. Tang was late with one form reporting three transactions due to an inadvertent administrative error on the ~~exception of one late Form 4 pertaining to one transaction filed by Mr. Adams.~~Company's part.

CERTAIN RELATED PARTY TRANSACTIONS

The Company has written policies concerning related party transactions and potential conflicts of interests. These policies describe the types of transactions and relationships that may qualify as related party transactions or give rise to potential conflicts of interests. All officers and directors, as well as employees who exercise substantial discretionary authority in the performance of their duties, are required to complete an annual questionnaire describing any potential conflicts of interest and certify their compliance with the ~~Company’s~~Company's policies. These responses are reviewed by the Audit Committee. As required by their respective charters, both the Audit Committee and the Governance, Sustainability and Nominating Committee have the responsibility to review related party transactions. The Audit Committee is responsible for the review and approval of all related party transactions and the Governance, Sustainability and Nominating Committee must review and approve related party transactions involving directors. In addition, the Governance, Sustainability and Nominating Committee also is responsible for the review of any potential conflicts of interest involving employees, officers or directors as defined in the ~~Company’s~~ Code, ~~of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Senior Financial Officers,~~ which ~~are~~is maintained on the ~~Corporate~~ Governance Documents page of the ~~Company’s~~Company's website at ~~http:~~

https://investors.americanwoodmark.com/~~governance.~~overview/documents/default.aspx. There have been no related party transactions since the beginning of fiscal ~~2020~~2021 and none are currently proposed.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the ~~Company’s~~Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements included in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended April 30, ~~2020~~2021 with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

The Audit Committee reviewed and discussed the ~~Company’s~~Company's unaudited quarterly financial statements and the audited annual financial statements for the fiscal year ended April 30, ~~2020,~~2021, with management and KPMG LLP, the ~~Company’s~~Company's independent registered public accounting firm, who is responsible for expressing its opinions on the

conformity of those audited financial statements with U.S. generally accepted accounting principles, and the effectiveness of the ~~Company’s~~Company's internal control over financial reporting. The Audit Committee has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. In addition, the Audit Committee has discussed with KPMG LLP the ~~firm’s~~firm's independence from management and the Company, including matters in the written disclosures and letter from KPMG LLP to the Committee required by the PCAOB.

The Committee discussed and approved the audit scopes and plans of the ~~Company’s~~Company's internal auditor and KPMG LLP for their respective audits. The Audit Committee met with the ~~Company’s~~Company's internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their audits, the ~~Company’s~~Company's internal control over financial reporting, and the overall quality of the ~~Company’s~~Company's financial reporting.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the ~~Company’s~~Company's Board of Directors that the audited financial statements as of and for the fiscal year ended April 30, ~~2020,~~2021, be included in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended April 30, ~~2020.~~2021. The Audit Committee has selected KPMG LLP as the ~~Company’s~~Company's independent registered public accounting firm to audit the ~~Company’s~~Company's financial statements for fiscal year ~~2021~~2022 and the Board of Directors has submitted the selection of KPMG LLP for ratification by the shareholders at the Annual Meeting.



			Andrew Cogan, Chair
			James G. Davis, Jr.
			Carol B. Moerdyk
			Daniel T. Hendrix
			Emily C. Videtto

Independent Auditor Fee Information

Fees for professional services provided by KPMG LLP, the ~~Company’s~~Company's independent registered public accounting firm, in each of the last two fiscal years in each of the following categories are:


	2021		2020
Audit Fees	$	2,000,000	$	1,906,000
Audit-Related Fees	$	—	$	25,000
Tax Fees	$	320,000	$	—
All Other Fees	$	—	$	—
Total	$	2,320,000	$	1,931,000

2020
2019
Audit Fees
$1,906,000

$2,143,574
Audit-Related Fees 25,000

63,000
Tax Fees 0

119,193
All Other Fees 0

0
Total
$1,931,000

$2,325,767

Audit Fees include fees associated with the annual audit of the ~~Company’s~~Company's financial statements and internal control over financial reporting, as well as reviews of the ~~Company’s~~Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, comfort letters, and other regulatory filings.

Audit-Related Fees consisted of fees incurred for employee benefit plan financial statement audits.

Tax Fees include fees pertaining to tax compliance, tax advice, tax consulting, and tax planning.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax, and other services performed for the Company by the Company's independent registered public accounting firm. The policy permits the Audit Committee to pre-approve specifically defined audit and non-audit services and related fees. Unless a specific service has been pre-approved with respect to a certain fiscal year, the Audit Committee must approve each permitted service and related fee before the Company's independent registered public accounting firm

is engaged to perform such service. The Audit Committee has delegated to the Chair of the Audit Committee authority to pre-approve tax or other non-audit accounting services, provided that the Chair reports those approvals to the Audit Committee at its next scheduled meeting. All audit, audit-related and tax fees set forth above were pre-approved by the Audit Committee.

ITEM 2—RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected KPMG LLP as the independent registered public accounting firm to audit the financial statements of the Company for fiscal year ~~2021,~~2022, and the Board of Directors has directed a vote of shareholders to be taken to ascertain their approval or disapproval of that selection. In the event the proposal to ratify the selection of KPMG LLP is defeated, the adverse vote will be considered as a direction to the Audit Committee to select another independent registered public accounting firm for the next fiscal year ending April 30, ~~2022.~~2023. However, because of the expense and difficulty in changing the independent registered

public accounting firm after the beginning of the year, the Audit Committee intends to allow the appointment for fiscal year ~~2021~~2022 to stand unless the Audit Committee finds other reasons for making a change.

Representatives of KPMG LLP will be present at the ~~Company’s~~Company's Annual Meeting. They will have the opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The Board of Directors unanimously recommends that shareholders vote ~~“FOR”~~"FOR" the ratification of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year ~~2021.~~2022.

~~ITEM 3—APPROVAL OF EXTENSION OF THE 2015 NON-EMPLOYEE~~

~~DIRECTORS RESTRICTED STOCK UNIT PLAN~~

We are asking our shareholders to approve an extension of the 2015 Non-Employee Directors Restricted Stock Unit Plan, originally effective September 1, 2015 (the “Plan”), for an additional five years. If approved by shareholders, the Plan, which is currently scheduled to expire on August 31, 2020, would remain in effect until August 31, 2025, unless sooner terminated by our Board.

~~The purpose of the Plan is to attract and retain experienced and qualified non-employee directors to serve on our Board and align their interests with those of our shareholders.~~

We are not seeking an increase in the number of shares reserved for issuance under the Plan. Of the 100,000 shares of our common stock reserved for issuance under the Plan, approximately 23,700 shares have been issued or are subject to currently outstanding awards, and approximately 76,300 shares remain available for issuance in the future. In addition to extending the term of the Plan, the proposed amendment would define a “change in control” for purposes of the Plan in accordance with the definition set forth in our 2016 Employee Stock Incentive Plan.

~~The Plan reflects the following corporate-governance related features:~~

~~The total grant date value of all awards received by an individual director for any given fiscal year may not exceed $200,000.~~

~~The share reserve is fixed and does not include an “evergreen” share-increase feature.~~

~~Dividends or dividend equivalents with respect to restricted stock unit awards are payable only to the extent the underlying award becomes vested.~~

~~Awards may vest on a change in control only upon the actual occurrence of such change in control.~~

~~The independent Compensation Committee administers the Plan. Management members of our Board may not participate in consideration of awards to non-management directors.~~

Shareholder approval is required for any amendments to the Plan that would increase the total number of shares reserved for issuance, expand the class of eligible participants, or otherwise materially amend the Plan.

~~The Plan, as amended as proposed herein, is set forth in Appendix A. The following summary of the Plan is qualified in its entirety by reference to the Plan.~~

~~Administration~~

The Plan is administered by the compensation committee of our Board or any subcommittee thereof (the “Committee”). Subject to limits specified in the Plan, the Committee generally has the authority to select award recipients and determine the amounts and other terms and conditions of awards. The Committee may authorize any one or more of its members or any of our officers to execute and deliver documents on its behalf.

~~Eligibility~~

Each member of our Board who is not one of our employees or an employee of any of our subsidiaries is eligible to participate in the Plan. As of June 18, 2020, there are six non-employee directors who are eligible to participate in the Plan.

~~Authorized Shares~~

There are 100,000 shares of our common stock reserved for issuance under the Plan, subject to adjustment in the event of any stock dividend, stock split, recapitalization, combination of shares, or other similar change affecting our common stock.

~~Restricted Stock Unit (RSU) Awards~~

RSUs are the only type of award that may be granted under the Plan. An RSU is the right to receive the fair market value of a share of our common stock in the future. All RSUs are subject to conditions (including vesting conditions) set by the Committee. RSUs may be paid in cash, shares of our common stock, or any combination thereof, as provided in the award agreement. RSUs do not convey rights as a shareholder, but the Committee may in its discretion give a director the right to receive dividend equivalents with respect to an RSU award. Unless the Committee provides otherwise, any dividend equivalents will be paid only if the underlying RSUs become vested.

~~Adjustments~~

In the event we area a party to a consolidation or a merger in which we are not the surviving corporation, a transaction that results in our acquisition by a single person or group, or a sale or transfer of substantially all of our assets, then the Committee may take any actions with respect to the Plan and to outstanding awards under the Plan as it deems appropriate.

~~Transferability~~

~~Unless otherwise determined by the Committee, awards granted under the Plan are not transferable except by will or the laws of descent and distribution.~~

~~Amendment and Termination of the Plan~~

Our Board may amend, revise, suspend, or terminate the Plan at any time in its discretion, provided that no amendment to the Plan may increase the authorized share reserve, expand the class of eligible participants or otherwise materially amend the Plan without shareholder approval. The Plan, amended as proposed herein, will terminate automatically on August 31, 2025, unless earlier terminated by our Board.

~~Federal Income Tax Consequences~~

The following discussion summarizes the material federal income tax consequences to us and to participants of awards under the Plan. It is based on federal income tax laws currently in effect. These laws are subject to change. In addition, the consequences under state, local, or foreign law may differ from the consequences under federal income tax law.

~~Tax Consequences of RSUs~~

No taxable income will result to a director upon the grant of RSUs, nor will there be any tax effect on us. Upon payment of an RSU, any cash and the fair market value as of the payment date of any of our common stock received by the director will be taxable to the director as ordinary income in an amount equal to the fair market value of the shares or the amount of cash awarded.

We will generally be entitled to a business expense deduction at the same time and in the same amount. However, under certain circumstances, accelerated vesting or payment of awards under the Plan in connection with a “change in control” might be deemed an “excess parachute payment” for purposes of the golden parachute payment provisions of Section 280G of the Code. To the extent that there is an excess parachute payment, the director would be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and the Company would be denied a tax deduction for the amount of the excess parachute payment.

~~Income Acceleration~~

The timing of income recognition by a director and the timing of the our tax deduction with respect to any award are also subject to the requirements of Section 409A of the Code and the tax principles of constructive receipt and assignment of income. Awards under the Plan are generally structured to be exempt from or to comply with these requirements. However, an award that violates these requirements may result in accelerated recognition of taxable ordinary income for the director with respect to the award (as well as an accelerated deduction for us), even if the award has not been paid. In addition a violation of Section 409A of the Code may subject the director to additional income taxes equal to 20% of the amount the director is required to recognize as taxable ordinary income with respect to the award, plus an additional amount equal to the interest (at the IRS underpayment rate for individuals, plus 1%) on the underpayments that would have occurred had the amount which the director is required to recognize as taxable ordinary income with respect to the award been includible in the director’s income for the taxable year in which the award was first granted or vested, whichever is later.

~~New Plan Benefits~~

With respect to any awards that may be granted under the Plan, the award recipient and the number of shares subject to the award are all within the discretion of the Committee, and since the value of any such award depends on the Committee’s determinations as well as the fair market value of the Company’s common stock in the future, it is not possible to determine the amounts of any such awards, or the benefits payable with respect to any such awards, to any participant or classification of participants at this time. No stock options have been or will be granted to any person under the Plan.

~~Other Information~~

~~The proposed amendments to the Plan were adopted by our Board on May 21, 2020, subject to shareholder approval.~~

~~On June 18, 2020, the closing price of our common stock on the Nasdaq Global Select Market was $71.41 per share.~~

~~Approval~~

~~The Board of Directors unanimously recommends that shareholders vote “FOR” the extension of the Plan.~~

~~Equity Compensation Plan Information~~

~~The following table summarizes information about the Company’s equity compensation plans as of April 30, 2020:~~

Equity Compensation Plan Information

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(a)
(b)
(c)

Equity compensation plans approved by security holders⁽¹⁾
—

—
716,027
Options —

$ —

Performance-based restricted stock units 117,687

N/A
⁽²⁾

Service-based restricted stock units 79,210

N/A
⁽²⁾

Equity compensation plans not approved by security holders⁽³⁾
—

—
—
Total 196,897

$ —
716,027



~~(1)~~	At April 30, 2020, the Company had stock option and restricted stock unit awards outstanding under two different plans: Amended and Restated 2004 Stock Incentive Plan for Employees and 2015 Non-Employee Directors Restricted Stock Unit Plan.
~~(2)~~	Excludes exercise price for restricted stock units issued under the Amended and Restated 2004 Stock Incentive Plan for Employees and 2015 Non-Employee Directors Restricted Stock Unit Plan because they are converted into common stock on a one-for-one basis at no additional cost.
~~(3)~~	~~The Company does not have equity compensation plans that have not been approved by the Company's security holders.~~

ITEM 43 - ADVISORY APPROVAL OF THE ~~COMPANY’S~~COMPANY'S EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ~~“Dodd-Frank Act”~~"Dodd-Frank Act") added section 14A to the Securities and Exchange Act of 1934, which requires that the Company provide its shareholders with the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of the ~~Company’s~~Company's NEOs as described in this Proxy Statement under Executive Compensation beginning on page ~~13,~~16, including the Compensation Discussion and Analysis and the accompanying tables and narrative disclosures. This vote is commonly known as ~~“say-on-pay.”~~"say-on-pay."

As described in the Compensation Discussion and Analysis, the goal of the ~~Company’s~~Company's executive compensation program is to facilitate the creation of long-term value for its shareholders by attracting and retaining superior senior management personnel, and motivate these executive officers to achieve desired Company and individual performance and to appropriately reward that performance, while aligning their interests with the long-term interests of the ~~Company’s~~Company's shareholders.

The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of the NEOs, as well as the ~~Company’s~~Company's executive compensation philosophy, policies and practices, all as described in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote is non-binding on the Company, the Board of Directors and the Compensation and Social Principles Committee.

This proposal will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against it. To the extent there is any significant vote against NEO compensation as disclosed in this Proxy Statement, the Compensation and Social Principles Committee will evaluate whether any actions are appropriate to address the concerns of shareholders.

Accordingly, the Company asks its shareholders to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the ~~Company’s~~Company's NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion

and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

The Board of Directors unanimously recommends that shareholders vote ~~“FOR”~~"FOR" advisory approval of the compensation of the NEOs as described in this Proxy Statement.

OTHER BUSINESS

If any other business properly comes before the Annual Meeting, your proxy may be voted by the persons named in it in their discretion in the manner they deem proper.

At this time, management does not know of any other business that will be presented at the Annual Meeting.

PROPOSALS BY SHAREHOLDERS FOR PRESENTATION AT ~~2021~~2022 ANNUAL MEETING

The Company plans to hold its ~~2021~~2022 Annual Meeting on August ~~19, 2021.~~25, 2022. The ~~Company’s~~Company's bylaws provide that for business to be properly brought before an Annual Meeting by a shareholder, in addition to other applicable requirements, the shareholder must give timely written notice to the Secretary at the principal office of the Company. To submit business at the ~~2021~~2022 Annual Meeting, the notice must be received no later than April ~~22, 2021.~~28, 2022. The ~~shareholder’s~~shareholder's notice must include:



			•						the name and address of the shareholder, as they appear on the ~~Company’s~~Company's stock transfer books;
			•						the class and number of shares of stock of the Company beneficially owned by the shareholder;
			•						a representation that the shareholder is a shareholder of record at the time the notice is given and intends to appear in person or by proxy at the meeting to present the business specified in the notice;
			•						a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented and the reasons for wanting to conduct such business; and
			•						any interest that the shareholder may have in such business.

The ~~chairman~~chair of the ~~2021~~2022 Annual Meeting may dismiss any business that a shareholder attempts to bring before the meeting without complying with these procedures.

If the Company does not receive notice at its principal offices on or before April ~~22, 2021~~28, 2022 of a shareholder proposal for consideration at the ~~2021~~2022 Annual Meeting, the proxies named by the ~~Company’s~~Company's Board of Directors with respect to that meeting shall have discretionary voting authority with respect to that proposal.

The procedures for nominating a person for election as a director at the ~~2021~~2022 Annual Meeting are discussed under ~~“Procedures~~"Procedures for Shareholder Nominations of ~~Directors”~~Directors" beginning on page 13.

A proposal that any shareholder desires to have included in the ~~Company’s~~Company's proxy statement of the ~~2021~~2022 Annual Meeting of shareholders must comply with the ~~SEC’s~~SEC's rules regarding shareholder proposals and be received

by the Company no later than March ~~9, 2021.~~11, 2022. The notice requirements for bringing business before the ~~2021~~2022 Annual Meeting will be deemed satisfied by a shareholder if the shareholder complies with the ~~SEC’s~~SEC's rules regarding shareholder proposals and that ~~shareholder’s~~shareholder's proposal is included in the ~~Company’s~~Company's proxy statement for the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON AUGUST ~~20, 2020~~26, 2021

The Notice of Annual Meeting of Shareholders, this Proxy Statement and the related form of Proxy and the Annual Report to Shareholders may be accessed on the SEC Reports page of the ~~Company’s~~Company's website at: ~~http:~~

https://investors.americanwoodmark.com/~~sec.~~

sec/sec-filings-documents/default.aspx.




	By Order of the Board of Directors

			~~M. Scott Culbreth~~Paul Joachimczyk
			Secretary

July ~~7, 2020~~9, 2021

~~Exhibit A~~

~~AMERICAN WOODMARK CORPORATION~~

~~2015 NON-EMPLOYEE DIRECTORS RESTRICTED STOCK UNIT PLAN~~

~~Amended and Restated Effective September 1, 2020~~

~~1. Purpose.~~ ~~The purpose of this 2015 Non-Employee Directors Restricted Stock Unit Plan (the “Plan”) of American Woodmark Corporation (the “Company”) is to promote long-term shareholder value and to provide non-employee members of the Board of Directors of the Company (the “Board”) with an incentive to continue as directors of the Company. The Plan is intended to conform to the provisions of Rule 16b-3 of the Securities Exchange Act of 1934.~~

~~2. Administration.~~

~~(a)~~ ~~General Powers~~. Except for those powers expressly reserved by the Board, the Plan shall be administered by the Compensation Committee of the Board or any subcommittee thereof appointed by the Board to administer the Plan (the “~~Committee~~”); provided, however, that any such Committee shall be comprised of two or more directors of the Board, each of whom shall qualify as an “outside director” for purposes of Rule 16b-3 of the Exchange Act. Any powers to administer the Plan expressly reserved by the Board shall be exercised only by those members of the Board who are not employees of the Company or any subsidiary of the Company.

~~(b)~~ ~~Types of Awards. Only grants of restricted stock units (“RSUs”) will be made under the Plan. Grants of RSUs shall be as described in Section 5.~~

~~(c)~~ ~~Specific Powers~~. The Committee shall have all powers vested in it by the terms of the Plan, including, without limitation, the authority (within the limitations described herein) to prescribe the form of the agreement embodying awards under the Plan, to construe the Plan, to determine all questions arising under the Plan, to adopt and amend rules and regulations for the administration of the Plan as it may deem desirable, and to establish and verify the extent of satisfaction of any conditions to vesting of RSUs. Any decision of the Committee in the administration of the Plan, as described herein, shall be final and conclusive. The Committee may act only by a majority of its members, except that members thereof may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for anything done or omitted to be done by him or her or any other member of the Committee in connection with the Plan, except for such member’s own willful misconduct or as expressly provided by statute.

~~(d)~~ ~~Amendments of Outstanding Awards~~. The Committee shall have the power and authority to amend outstanding awards under the Plan (within the limitations described in the Plan); provided, however, that, except as otherwise provided in the Plan, any such amendment that would reduce the amount of any outstanding award or adversely change the terms or conditions thereof shall require the award holder’s consent. Notwithstanding the foregoing, the Committee may unilaterally amend awards, without an award holder’s consent, as it deems appropriate to ensure compliance with applicable federal or state securities laws and to meet the requirements of the Internal Revenue Code of 1986, as amended (the “~~Code”), and applicable regulations or other generally applicable guidance thereunder.~~

~~3. Eligibility.~~ ~~Each individual who is not an employee of the Company or any subsidiary of the Company and who is a member of the Board shall be eligible to participate in this Plan.~~

~~4. Stock Subject to the Plan.~~ ~~Subject to adjustment as provided in Section VIII, the maximum number of shares of the Company’s common stock (“Shares~~”) that may be issued upon payment of RSUs granted pursuant to the Plan shall be 100,000. Notwithstanding the previous sentence or any other provision of the Plan to the contrary, no individual director will receive an award or awards for any given fiscal year with an aggregate grant date value in excess of $200,000.

Shares that have not been issued under the Plan allocable to RSUs that lapse or forfeit may again be subject to a new award under the Plan. Awards under the Plan that may only be settled in cash shall not reduce the number of Shares available for awards under the Plan.

~~5. Restricted Stock Unit Awards.~~

~~(a)~~ ~~Grant~~.

(i) Subject to the limit in Section IV, the Committee may make grants of RSUs to directors. Whenever the Committee deems it appropriate to grant RSUs, notice shall be given to the director stating the number of RSUs granted and the terms and conditions to which the RSUs are subject. This notice, when duly accepted in writing by the director, shall become the award agreement between the Company and the director.

(ii) RSUs may be payable in Shares or in cash or in any combination thereof, or the Committee may reserve the right in the award agreement to determine the medium of payment at the time of payment. A cash payment of a RSU shall be equal to the Fair Market Value of a Share as of the date of payment. Delivery of Shares in payment of RSUs may be subject to additional conditions established in the award agreement.

~~(b)~~ ~~Terms and Conditions~~. The Committee shall establish as to each award of RSUs the terms and conditions upon which the RSUs shall vest and be paid. Such terms and conditions may include, without limitation, accelerated vesting as a result of the disability, death, or retirement of the director or the actual occurrence of a Change of Control of the Company. For this purpose, “Change of Control” shall have the same meaning as in the Company’s 2016 Employee Stock Incentive Plan, as amended from time to time.

~~(c)~~ ~~Non-transferability~~. A director’s rights under a RSU award may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered or otherwise disposed of, other than by will or the laws of descent and distribution.

~~(d)~~ ~~Shareholders Rights~~. A director shall not have any of the rights of a shareholder with respect to an award of RSUs unless and until Shares are issued to the director pursuant to such award and all requirements with respect to the issuance of such Shares have been satisfied.

~~(e)~~ ~~Dividend Equivalent~~. The Committee may, in its discretion, provide that a director shall be entitled to receive dividend equivalents on outstanding RSUs. Unless otherwise provided in the RSU award agreement, dividend equivalents shall be credited to the director as additional RSUs, subject to the same restrictions as the RSUs with respect to which the dividend equivalents are paid. The number of additional RSUs credited with respect to dividend equivalents for dividends or other distributions that are paid in cash shall be determined by dividing the aggregate cash value of the dividend equivalents by the Fair Market Value of a share on the dividend payment date.

~~6. Termination.~~ ~~The Plan shall terminate upon the earlier of:~~

~~(a) The adoption of a resolution of the Board terminating the Plan; or~~

(b) August 31, 2025. No termination of the Plan shall materially and adversely affect any of the rights or obligations of any individual under any award previously granted under the Plan, without his or her consent.

~~7. No Right to Continue as a Director.~~ In no event shall the Plan, any director’s participation in the Plan, any director’s receipt of an award under the Plan or any other action taken under the Plan constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain any individual as a director for any period of time.

~~8. Changes in Capital Structure; Corporate Events.~~

~~(a)~~ ~~Changes in Capital Structure~~. In the event of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split or other change in the corporate structure or capitalization affecting the Shares, the number of Shares that may be issued under the Plan, and the number of Shares subject to any outstanding RSU

~~award, shall be adjusted automatically so that the proportionate interest of the director shall be maintained as before the occurrence of such event.~~

~~(b)~~ ~~Corporate Events~~. In the event the Company is a party to a consolidation or a merger in which the Company is not the surviving corporation (or a reverse merger in which the Company is the surviving corporation, but in which the Shares outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise), a transaction that results in the acquisition of a majority of the outstanding Shares by a single person or group, or a sale or transfer of substantially all of the Company’s assets occurs (in any such case, a “~~Corporate Event~~”), then the Committee may take any actions with respect to outstanding awards as it deems appropriate, consistent with applicable provisions of the Code and any applicable federal or state securities laws. The Committee may take the foregoing actions without the consent of any Plan participant, and its determination shall be conclusive and binding on all persons and for all purposes.

9.~~Effective Date of the Plan.~~ ~~Subject to its adoption by the shareholders of the Company, the Plan, as amended and restated herein, shall be effective as of September 1, 2020.~~

~~10.Amendment of the Plan.~~ The Board may suspend or discontinue the Plan or revise or amend the Plan in any respect; provided, however, that without approval of the shareholders of the Company, no revision or amendment shall increase the number of Shares subject to the Plan (except as provided in Section VIII), expand the class of persons eligible to participate in the Plan or otherwise materially amend the Plan within the meaning of applicable NASDAQ rules.

~~11. Notice.~~ Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and delivered personally or mailed first class, postage prepaid, to the Company at its principal business address.

~~12. Miscellaneous Provisions.~~

~~(a)~~ ~~Delivery of Shares~~. The Company shall not be required to issue or deliver any certificate for Shares upon settlement of any RSU before (i) the admission of such Shares to listing on any stock exchange or other listing system on which the Company’s common stock may then be listed, (ii) receipt of any required registration or other qualification of such Shares under any state or federal law or regulation that the Company’s counsel may determine is necessary or advisable, and (iii) the Company shall have been advised by counsel that all applicable legal requirements have been complied with.

~~(b)~~ ~~Ratification~~. By accepting any RSU or other benefit under the Plan, each director and each individual claiming under or through such director shall be conclusively deemed to have given his or her acceptance and ratification of, and consent to, any action taken by the Company or the Committee.

~~(c)~~ ~~Code Section 409A~~. The Plan and all awards granted under the Plan are intended to comply in all respects with all applicable requirements of Sections 409A(a)(2) through (4) of the Code and all regulations issued thereunder, and shall be interpreted for all purposes in accordance with this intent.

~~(d)~~ ~~Governing Law. The Plan shall be governed and construed in accordance with the laws of the Commonwealth of Virginia (without regard to the conflict of law principles of any jurisdiction).~~



			•						filing with the Secretary of the Company written notice of revocation which bears a later date than the date of the proxy;
			•						duly executing and filing with the Secretary of the Company a later dated proxy relating to the same shares; or
			•						attending the Annual Meeting and voting in person.



	•	~~“FOR”~~"FOR" the election of the ~~seven~~nine nominees for director named herein;
	•	~~“FOR”~~"FOR" the ratification of KPMG LLP as the independent registered public accounting firm of the Company for fiscal year ~~2021;~~
•	~~“FOR” the approval of an extension of the Company's 2015 Non-Employee Directors Restricted Stock Unit Plan;~~

2022;
		•
	•	~~“FOR”~~"FOR" the approval on an advisory basis of the compensation of the ~~Company’s~~Company's named executive officers ("NEOs") as disclosed in this Proxy Statement; and
		•	In the ~~proxies’~~proxies' discretion on any other matters properly coming before the Annual Meeting or any adjournment thereof.


Name	Age	Business Experience During the Last Five Years and Directorship(s) in Public Companies	Director of Company Since
Martha M. Hayes	70	Retired from her role as Vice President Customer Development, Sara Lee	1995
		Corporation (a public company and manufacturer and marketer of consumer products) in 2006. Ms. Hayes's experience with marketing, business development and customer relationships during her 30-year career in the consumer products industry provides the Board with an important perspective on customer issues and opportunities.

James G. Davis, Jr.	62	President and Chief Executive Officer, James G. Davis Construction	2002
		Corporation (a private commercial general contractor) from 1979 to present; Director, Provident Bankshares Corporation (a public company and financial institution) from October 2006 to July 2009. Mr. Davis's career in the construction industry has been highlighted with leadership roles in operations. Mr. Davis's experience as a chief executive officer of a construction company provides the Board with an important perspective.


			•						Identify and minimize potential negative environmental impacts of our operations, including recycling and energy conservation initiatives;
			•						Work with vendors in our supply chain to strengthen the social and environmental aspects of products and services we deliver to our customers;
			•						Fund the American Woodmark Foundation and its support of non-profit organizations in the communities we operate; and
			•						Encourage employees to volunteer through internally or externally organized events.



			•						each candidate must be an individual that has consistently demonstrated the highest character and integrity;
			•						each candidate must have demonstrated professional and managerial proficiency, an openness to new and unfamiliar experiences and the ability to work in a team environment;
			•						each candidate must be free of any conflicts of interest which would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;
			•						each candidate should possess substantial and significant experience which would be of particular relevance to the Company and its shareholders in the performance of the duties of a director; and
			•						each candidate must demonstrate commitment to the responsibilities of being a director, including the investment of the time, energy, and focus required to carry out the duties of a director.



	•	~~the name and address of the shareholder making the nomination;~~
•	a representation that the shareholder is a record holder of the ~~Company’s~~Company's common stock entitled to vote at the meeting and, if necessary, would appear in person or by proxy at the meeting to nominate the person or persons specified in the nomination;
	•	a description of all arrangements or understandings between the shareholder and the nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder;
	•	such other information regarding the nominee as would be required to be included in a proxy statement filed under the proxy rules of the SEC if the director nominee were to be nominated by the Board of Directors;
	•	information regarding the ~~nominee’s~~nominee's independence as defined by applicable NASDAQ listing standards; and
	•	the consent of the nominee to serve as a director of the Company if elected.



			•						base salary;
			•						annual performance-based cash bonus;
			•						annual employee profit sharing; and
			•						retirement and health and welfare benefits.



•	other benefits, which ~~includes~~include the ability to purchase products at a discounted price, and
		a medical exam from a nationally recognized medical clinic.



			•						the scope of their responsibilities;
			•						the complexity of the tasks associated with their position within the Company;
			•						their role in modeling and teaching cultural imperatives;
			•						their skill set; and
			•						their performance.



			•						~~“Threshold”~~"Threshold" representing the minimum level of achievement in order to qualify for ~~payment;~~a payout of 25% of the maximum;
			•						~~“Target”~~"Target" representing performance consistent with demanding expectations to qualify for a payout of 60% of the maximum; and
			•						~~“Superior”~~"Superior" representing outstanding performance against demanding expectations to achieve 100% of the maximum.



(dollar amounts in millions)	Fiscal 2020
	Goals				Actual
		Threshold	Target	Superior
Adjusted EBITDA (1)		$202.1	$251.8	$271.0	$240.3
Free Cash Flow (2)		$100.0	$115.0	$125.0	$136.8



(1)			Adjusted EBITDA is a non-GAAP financial measure. The Company defines adjusted EBITDA as net income determined in accordance with GAAP adjusted to exclude (1) income tax expense, (2) interest ~~(income)~~ expense, net, (3) depreciation and amortization expense, net of amounts included in restructuring, (4) amortization of customer relationship intangibles and trademarks, (5) expenses related to the acquisition of RSI Home Products, Inc. ("RSI acquisition") and subsequent restructuring charges ~~(6) inventory step-up amortization due~~that the Company incurred related to the ~~increase in the fair value of inventory acquired through the RSI~~ acquisition, (6) non-recurring restructuring charges, (7) stock-based compensation expense, (8) gain/loss on asset disposals, (9) ~~unrealized gain/loss on~~change in fair value of foreign exchange forward contracts, and (10) net ~~gain~~gain/loss on debt forgiveness and modification. In addition, for purposes of determining fiscal 2020 performance under the annual bonus plan, the Compensation Committee made an additional adjustment to adjusted EBITDA applicable to all employees with a bonus element that includes Adjusted EBITDA to exclude the effects of unbudgeted particleboard disruption expense of $4.2 million. This expense resulted from a particle board supplier fire and subsequent shutdown. Management was successful in containing the situation as to not impact our customers. The Compensation Committee felt that this was an unusual expense and, being outside the control of Company management, should not impact the determination of fiscal 2020 performance for the annual bonus plan. Fiscal 2020 Adjusted EBITDA as reported in our fiscal 2020 annual report on Form 10-K was $236.0 million.



(1)		Adjusted earnings per share is a non-GAAP financial measure. The Company defines adjusted EPS as diluted earnings per share determined in accordance with GAAP adjusted to exclude the per share impact of (1) expenses related to the RSI acquisition and the subsequent restructuring charges ~~(2) inventory step-up amortization due~~that the Company incurred related to the ~~increase in the fair value of inventory acquired through the RSI~~ acquisition, (2) non-recurring restructuring charges, (3) the amortization of customer relationship intangibles and trademarks, (4) net ~~gain~~gain/loss on debt forgiveness and modification and (5) the tax benefit of RSI acquisition expenses and subsequent restructuring charges, the inventory step-up amortization, the net ~~gain~~gain/loss on debt forgiveness and modification and the amortization of customer relationship intangibles and trademarks. A reconciliation of EPS determined in accordance with GAAP to adjusted EPS appears on page 2223 of our fiscal year ~~2020~~2021 annual report on Form 10-K. In addition, for purposes of determining fiscal 2020 performance under the performance-based component of the RSU awards, the Compensation Committee made an additional adjustment to adjusted EPS applicable to all employees with RSUs to exclude the effects of unbudgeted particleboard disruption expense of $4.2 million. This expense resulted from a particle board supplier fire and subsequent shutdown. Management was successful in containing the situation as to not impact our customers. The Compensation Committee felt that this was an extraordinary expense and, being outside the control of Company management, should not impact the determination of fiscal 2020 performance for the outstanding RSU awards. Fiscal ~~2020~~2021 EPS determined in accordance with GAAP was ~~$4.42 and fiscal 2020 adjusted EPS as reported in our fiscal 2020 annual report on Form 10-K was $6.59.~~
~~(2)~~	The return on equity measure reported above is a non-GAAP measure because it excludes the effects of unbudgeted particleboard disruption expense of $4.2 million as described in footnote (1). Fiscal 2020 return on equity determined in accordance with GAAP was 11.3%.$3.45.



	Option Awards			Stock Awards
	Number of Shares Acquired on Exercise	Value Realized on Exercise		Number of Shares Acquired on Vesting	Value Realized on Vesting
	1	2		3	4
S. Cary Dunston	0		$0	9,116		$707,857
M. Scott Culbreth	1,467	55,585		3,195	248,092
R. Perry Campbell	0	0		3,374	261,991
Robert J. Adams	3,700	195,693		2,810	218,197



	Nonqualified Deferred Compensation
	Company Contributions		Aggregate Earnings in FY 2020			Withdrawals/ Distribution in		Aggregate Balance at
	in FY 2020		1			FY 2020		April 30, 2020
S. Cary Dunston		$0		($1,220	)		$0		$225,690



Name	Number of Shares Beneficially Owned	Aggregate Percent of Class (5)

BlackRock, Inc. (1)	2,404,668	14.2%
55 East 52nd Street
New York, NY 10055

Wellington Management Group LLP (2)	1,874,204	10.9%
c/o Wellington Management Company LLP
280 Congress Street
Boston, MA 02210

Broad Run Investments Management, LLC (3)	1,731,424	10.2%
1530 Wilson Blvd, Suite 530
Arlington, VA 22209

The Vanguard Group (4)	1,495,171	8.8%
100 Vanguard Blvd.
Malvern, PA 19355



	Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)			(c)

Equity compensation plans approved by security holders⁽¹⁾	—	—			716,027
Options	—	$	—
Performance-based restricted stock units	117,687	N/A		⁽²⁾
Service-based restricted stock units	79,210	N/A		⁽²⁾
Equity compensation plans not approved by security holders⁽³⁾	—	—			—
Total	196,897	$	—		716,027