Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2023, American Woodmark Corporation (the "Company") announced that Teresa M. May has retired as the Company's Senior Vice President and Chief Marketing Officer effective January 12, 2023.

In connection with Ms. May's retirement, the Company and Ms. May have entered into a separation agreement and release under which Ms. May will receive a salary continuation payment of $410,800, payable over 12 months, which is equivalent to Ms. May's current annual salary. Ms. May will also receive reimbursement for required COBRA premiums, to the extent the Company subsidizes the group medical plan premium for active salaried employees, for up to twelve (12) months, or until Ms. May becomes eligible for coverage under another group medical plan, whichever period is shorter. The Company will also provide Ms. May a separate reimbursement for Ms. May's tax liability on the COBRA premiums at Ms. May's incremental tax rate. Finally, the Company will provide Ms. May with the pro rata share of her Restricted Stock Units under the Company's 2016 Employee Stock Incentive Plan, which amounts to 7,173 shares. In exchange for the payments and benefits provided for in the separation agreement and release, Ms. May has agreed to abide by certain non-competition and non-solicitation provisions for a period of one year and has released the Company and its affiliates from all claims she has or may have against the Company and its affiliates, including those arising out of her employment and separation from the Company.

Ms. May's retirement was not due to any disagreement with the Company relating to the Company's operations, policies or practices.

The foregoing summary of the separation agreement with Ms. May does not purport to be complete and is qualified in its entirety by reference to the text of the agreement, which is filed herewith as Exhibit 10.1 respectively, and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1* Separation Agreement and Release, effective January 12, 2023, between American Woodmark Corporation and Teresa M. May

*Filed herewith

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