Not independent
Tenure on this board
3.5 yrs
11 nominees · 3 ballot items.
Elect directors; advisory approval of 2025 NEO compensation (say-on-pay); ratify PwC as independent auditor for 2026.
Elect two (or three, if merger with American Woodmark closes beforehand) director nominees to serve three-year terms; nominees include Ann Fritz Hackett and R. David Banyard, Jr., and contingent nominee Philip Fracassa if Merger closes prior to meeting.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for 2026.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s 2025 executive compensation as described in the CD&A and compensation tables. Management seeks shareholder approval as part of regular governance and to receive feedback; the Board supports annual say-on-pay votes (last year’s support was 97%) and recommends FOR to signal alignment with pay-for-performance design where a significant portion of pay is at risk and tied to metrics like Adjusted Diluted EPS, Free Cash Flow, Adjusted EBITDA and Adjusted ROIC. The Compensation Committee uses independent advisors and a peer group benchmarking process, employs clawback policies, double-trigger change-in-control provisions, and stock ownership guidelines to align interests and mitigate risk. The vote is advisory and not binding, but the Board will consider the outcome when setting future compensation policies. The proposal’s context includes recent merger activity (Supreme acquisition and pending American Woodmark merger), 2025 results where free cash flow exceeded net income, and material equity awards subject to multi-year performance metrics; shareholders should consider whether the disclosed pay outcomes and governance controls appropriately align pay and company performance.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.00% | 14,075,297 | $117M |
| 2 | Coliseum Capital Management, LLC | 9.92% | 12,694,710 | $105M |
| 3 | Gates Capital Management, Inc. | 8.08% | 10,346,864 | $86M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.26% | 6,726,795 | $56M |
| 5 | Boston Partners | 4.92% | 6,292,732 | $52M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 5,725,492 | $48M |
| 7 | Pertento Partners LLP | 3.88% | 4,964,821 | $41M |
| 8 | Sixth Street Partners Management Company, L.P. | 3.83% | 4,905,383 | $41M |
| 9 | STATE STREET CORP | 3.82% | 4,891,066 | $41M |
| 10 | FMR LLC | 3.29% | 4,205,678 | $35M |
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