DEF 14A of Fortune Brands Innovations, Inc., Mar 22, 2024

DEF 14A of Fortune Brands Innovations, Inc.

Filed Mar 22, 2024 · FY20230000950170-24-035326

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | 2024 Director Nominees | | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Board Committees | Other Public Company Boards | | Amee Chande Strategy Consultant | 50 | 2023 | ✓ | Audit Nominating, Environmental, Social & Governance | Air Canada Algonquin Power & Utilities Corp. | | Ann F. Hackett Former Strategy Consulting Partner and Co-Founder, Personal Pathways LLC | 70 | 2011 | ✓ | Compensation Nominating, Environmental, Social & Governance | Capital One Financial Corp. MasterBrand, Inc. | | Jeffery S. Perry Founder and Chief Executive Officer, Lead Mandates LLC | 58 | 2020 | ✓ | Audit Nominating, Environmental, Social & Governance | MasterBrand, Inc. Equitable Funds |

  3. Board of Directors

    BOARD SUCCESSION AND REFRESHMENT Mr. Ronald V. Waters and Mr. John G. Morikis will retire from the Board of Directors following the end of their term and immediately following the Annual Meeting. Mr. Waters is retiring in accordance with the Board’s retirement age policy after twelve years of dedicated service to the Company, during which time he served as the Chairman of the Audit Committee. Mr. Morikis has decided not to stand for re-election at the Annual Meeting after twelve years of service to the Company. We thank both Mr. Waters and Mr. Morikis for their valuable contributions and years of dedicated service to the Company and to the Board. During 2023, the Board appointed two new Board members as part of its long-term succession planning process. Ms. Stephanie Pugliese was appointed in March 2023 in anticipation of Mr. David Thomas' retirement in May 2023. In anticipation of Mr. Waters' retirement in May 2024, the Board appointed Amee Chande in June 2023. Ms. Chande's experience as a strategic business leader with large, global, technology retailers like ChargePoint, a leading provider of networked charging solutions for electronic vehicles, Waymo, an autonomous driving technology subsidiary of Google, and Alibaba Group, one of the world's largest e-commerce companies, brings a valuable perspective to our Board as the Company becomes an increasingly digitally enabled company. Ms. Chande is serving on our Audit Committee and Nominating, Environmental, Social and Governance Committee (the "NESG Committee"). Both appointments were made following a thoughtful and comprehensive board succession planning process led by our NESG Committee. With the additions of Ms. Chande and Ms. Pugliese to our Board during 2023, our Board continues to show its commitment to increasing Board diversity. Following Mr. Waters' and Mr. Morikis' retirements from our Board in May 2024, our Board composition will be:

  4. Board of Directors

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  5. Compensation Highlights

    Compensation Highlights Pay for Performance Our executive compensation program is designed to reward named executive officers (“NEOs”) for the achievement of both strategic and operational goals that support the creation of long-term stockholder value. The vast majority of each NEO’s annual target compensation is at-risk and dependent upon Company performance and/or stock price. In 2023: • 89% of the CEO’s total target compensation was pay-at-risk; • 75% of the other NEOs’ (on average) total target compensation was pay-at-risk; and • 50% of the annual equity awards granted to NEOs in 2023 were granted in the form of performance share awards (“PSAs”) with vesting based on three-year performance targets.

  6. Compensation Highlights

    | • Long-term focus and stockholder alignment through equity compensation | • No problematic pay practices and historically strong stockholder support for say on pay (92.6% average over the last 5 years) | | • Robust stock ownership guidelines | • Prohibition on hedging and pledging of Company Stock | | • Executive compensation subject to a mandatory clawback policy | • No single trigger change in control severance arrangements | | • Limited perquisites | • No excise tax gross ups |

  7. Election of Directors

    Election of Directors The Board currently consists of eleven members and is divided into three classes, each having three-year terms that expire in successive years. Ms. Amee Chande was appointed by the Board to serve as a Class I Director effective in June 2023. The term of each director currently serving in Class I (Mses. Amee Chande and Ann F. Hackett and Messrs. John G. Morikis, Jeffery S. Perry and Ronald V. Waters) expires at the Annual Meeting. The Board has nominated Mses. Chande and Hackett and Mr. Perry for a new term of three years expiring at the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. In accordance with our retirement age policy, Mr. Waters will not stand for re-election and will retire immediately following the Annual Meeting. Mr. Morikis has decided not to stand for re-election and will also retire immediately following the Annual Meeting. Following the retirements of Messrs. Morikis and Waters, the number of directors will be reduced from eleven to nine members. Each of the nominees has consented to be named as a nominee and to serve as a director, if elected. If any of them should become unavailable to serve as a director (which is not now expected), the Board may designate a substitute nominee. In that case, the persons named in the enclosed proxy card will vote for the substitute nominee designated by the Board. Shares cannot be voted for more than the number of nominees proposed for re-election. The names of the nominees (Class I) and the current Class II and Class III directors, along with their present positions, their principal occupations and employment during the last five years, any directorships held with other public companies or registered investment firms during the past five years, their ages and the year first elected as a director of the Company, are set forth below. Each director’s individual qualifications and experiences that contribute to the Board’s effectiveness as a whole are also described in the following paragraphs.

  8. 2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

    2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

  9. 2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

    | Amee Chande | | | | Director since: 2023 Independent Age: 50 Committees: Audit; NESG | | | Biography: Strategy consultant from 2020 to present. Senior advisor and strategy consultant of ChargePoint, a leading provider of networked charging solutions for electric vehicles, from 2020 to 2022. Chief Commercial Officer for Waymo, an autonomous driving technology subsidiary of Google LLC during 2019. Managing Director of Alibaba Group Holding Limited, an e-commerce company, prior thereto. Current Public Company Boards: Air Canada and Algonquin Power & Utilities Corp. Former Public Company Boards: Signature Aviation plc | | Skills & Qualifications: | | | Ms. Chande has extensive experience in leading large, global companies through technological disruption and leading them to embrace technology driven innovation that meets consumers' needs. Her experience is particularly helpful to the Board as Fortune Brands becomes an increasingly digitally enabled company. Ms. Chande led ChargePoint's efforts to build its fleet business’ electric vehicle charging infrastructure and has experience in implementing global strategy efforts in her roles as Chief Commercial Officer of Waymo and Managing Director at Alibaba Group. She also has experience as an executive of large, global retailers, including Chief Executive Officer for NutriCentre, Chief Executive Officer for Staples UK and Vice President of New Business at Wal-Mart USA. Ms. Chande began her career as a strategy consultant with McKinsey & Company. She also serves on the boards of Air Canada and Algonquin Power & Utilities Corp. | |

  10. 2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

    | Ann Fritz Hackett | | | | Director since: 2011 Independent Age: 70 Committees: Compensation; NESG | | | Biography: Retired since January 2020. Strategy Consulting Partner and Co-founder of Personal Pathways, LLC, a company providing web-based enterprise collaboration platforms, from 2015 through January 2020. Prior to her role at Personal Pathways, she was President of Horizon Consulting Group, LLC, a strategy consulting firm founded by Ms. Hackett in 1996. Current Public Company Boards: Capital One Financial Corporation and MasterBrand, Inc. | | Skills & Qualifications: | | | Ms. Hackett has extensive experience in leading companies that provided strategy and human capital consulting services to boards of directors and senior management teams in consumer products and services companies, as well as other industries. She brings to our board insights and experience from leading strategy development, change initiatives, risk management, talent management and succession planning and in creating performance-based compensation programs. Ms. Hackett also has significant technology and international experience and experience with large scale transformations. In addition, she brings extensive public company board experience, including serving as chair of compensation committees. Currently she serves as the lead independent director and chair of the governance and nominating committee of Capital One Financial Corporation. | |

  11. 2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

    | Jeffery S. Perry | | | | Director since: 2020 Independent Age: 58 Committees: Audit; NESG | | | Biography: Founder and CEO of Lead Mandates LLC, a business and leadership advisory firm; EY Global Client Service Partner for major consumer product accounts of Ernst & Young LLP, a leading global professional services firm, from 2014 until his retirement in 2020. Current Public Company and Registered Investment Company Boards: MasterBrand, Inc. and Equitable Funds | | Skills & Qualifications: | | | Mr. Perry has extensive experience as a strategic, operational and financial advisor helping boards of directors and management teams. He held several senior positions with Ernst & Young and A.T. Kearney Inc. and is the founder and Chief Executive Officer of Lead Mandates LLC. Mr. Perry brings to our Board relevant experience and perspective in advising on mergers, acquisitions, integrations, divestitures, business transformations of consumer products companies. He serves as chair of the nominating committee of MasterBrand, Inc. and as a Board member of the Chicago Chapter of the National Association of Corporate Directors and other non-profit organizations. | |

  12. 2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

    | The Board of Directors recommends that you vote FOR the election of each nominee named above. |

  13. CLASS II DIRECTORS – TERM EXPIRING 2025

    CLASS II DIRECTORS – TERM EXPIRING 2025

  14. CLASS II DIRECTORS – TERM EXPIRING 2025

    | Amit Banati | | | | Director since: 2020 Independent Age: 55 Committees: Audit; Compensation | | | Biography: Vice Chair and Chief Financial Officer of Kellanova (formerly Kellogg Company), a leader in global snacking, international cereal, noodles and frozen foods, from January 2023 to Present; Senior Vice President and Chief Financial Officer of Kellogg Company from July 2019 to January 2023; President - Asia Pacific, Middle East, Africa of Kellogg Company prior thereto. | | Skills & Qualifications | | | Mr. Banati has extensive executive leadership and operations experience in leading consumer products companies and also brings significant financial management and accounting expertise to our Board. He brings to our Board the perspective of a leader with significant domestic and international experience in the consumer products industry. His financial and accounting expertise, global operations leadership and management experience, as well as his experience executing transformational public company initiatives brings valuable insight to our Board. | |

  15. CLASS II DIRECTORS – TERM EXPIRING 2025

    | Irial Finan | | | | Director since: 2019 Independent Age: 66 Committees: Compensation; NESG | | | Biography: Retired since April 2018; Consultant to the CEO of The Coca-Cola Company, a beverage company, from January 2018 to March 2018; Executive Vice President of The Coca-Cola Company and President of Coca-Cola Bottling Investments Group, a bottling operations company, prior thereto. Current Public Company Boards: Smurfit Kappa Group plc Former Public Company Boards: Coca-Cola European Partners plc and Coca-Cola Bottlers Japan Holdings, Inc. | | Skills & Qualifications | | | Mr. Finan’s extensive operations and strategy experience with The Coca-Cola Company and its worldwide bottling operations for more than 30 years, brings to our Board the perspective of a leader with significant international executive and operational experience in a consumer products industry. Mr. Finan's board experience, including serving as Chair of Smurfit Kappa Group plc., provides him with valuable insight into board operations. He also serves on multiple non-profit boards. | |

  16. CLASS II DIRECTORS – TERM EXPIRING 2025

    | Susan S. Kilsby | | | | Director since: 2015 Independent, Non-Executive Chair Age: 65 Committees: Compensation; NESG (Chair); Executive (Chair) | | | Biography: Retired since May 2014; Senior Advisor at Credit Suisse AG, an investment banking firm, prior thereto. Current Public Company Boards: Diageo plc and Unilever plc Former Public Company Boards: Shire plc, BBA Aviation plc, BHP Group plc and BHP Limited | | Skills & Qualifications | | | Ms. Kilsby has a distinguished global career in investment banking and brings extensive merger and acquisition, finance and international business experience to the Board. In addition to serving as a Senior Advisor, Ms. Kilsby also served as Managing Director of European Mergers and Acquisitions at Credit Suisse. She also held a variety of senior positions with The First Boston Corporation, Bankers Trust and Barclays de Zoete Wedd. Ms. Kilsby also has extensive board experience, including serving as Chair of Shire plc for 5 years. She also serves on multiple non-profit boards and as a member of the Takeover Panel, a UK independent body that regulates takeovers in the United Kingdom for the purpose of ensuring fair treatment for shareholders and an orderly framework for takeover bids. Her extensive history of board and committee service provides her with expertise in board oversight and function of board committees. | |

  17. CLASS III DIRECTORS – TERM EXPIRING 2026

    CLASS III DIRECTORS – TERM EXPIRING 2026

  18. CLASS III DIRECTORS – TERM EXPIRING 2026

    | Nicholas I. Fink | | | | Director since: 2020 Age: 49 Committees: Executive | | | Biography: Chief Executive Officer of Fortune Brands Innovations, Inc. since January 2020; President & Chief Operating Officer of Fortune Brands from March 2019 to January 2020; President of Fortune Brands Global Plumbing Group prior thereto. Current Public Company Boards: Constellation Brands, Inc. | | Skills & Qualifications | | | Mr. Fink’s leadership as Chief Executive Officer of the Company and his significant international and consumer brand and business operating experience, as well as his mergers and acquisitions and strategy expertise provide him with intimate knowledge of our operations, the opportunities for growth and the challenges faced by the Company. He joined the Company as Senior Vice President, Global Growth & Corporate Development in June 2015 and held several leadership positions within the Company's operations prior to being named Chief Executive Officer in 2020. Mr. Fink has successfully navigated the Company and its leaders through the COVID-19 pandemic and continues to transform our Company. Prior to joining Fortune Brands, Mr. Fink held key leadership positions at Beam Suntory, Inc., a global spirits company, including serving as President of Asia Pacific/South America of Beam Suntory, Inc. | |

  19. CLASS III DIRECTORS – TERM EXPIRING 2026

    | A.D. David Mackay | | | | Director since: 2011 Independent Age: 68 Committees: Audit, Compensation (Chair); Executive | | | Biography: Retired since January 2011; President and Chief Executive Officer of Kellogg Company, a packaged foods manufacturer, prior thereto. Current Public Company Boards: The Clorox Company | | Skills & Qualifications | | | Mr. Mackay held various key executive positions with Kellogg Company including Chief Executive Officer and Chief Operating Officer, bringing to our Board the perspective of a leader who faced a similar set of external economic, social and governance issues to those that face our Company. Mr. Mackay also has significant international business experience, as well as extensive board experience. His prior Board experience serving as both an executive Chairman (Kellogg Co.) and non-executive Chairman (Beam, Inc.) on public company boards and his previous leadership roles provide him with expertise in board operations, executive compensation and succession planning matters. Mr. Mackay also serves on the boards of several non-profit organizations. | |

  20. CLASS III DIRECTORS – TERM EXPIRING 2026

    | Stephanie Pugliese | | | | Director since: 2023 Independent Age: 53 Committees: Audit; NESG | | | Biography: Former President, Americas of Under Armour, Inc., a global sportswear brand, from September 2019 to March 2023; President and Chief Executive Officer of Duluth Holdings, Inc., a U.S. retailer of casual wear, workwear, and accessories, prior thereto. Former Public Company Boards: Duluth Holdings, Inc. | | Skills & Qualifications | | | Ms. Pugliese held various key executive positions with Under Armour, Inc. and Duluth Holdings, Inc., bringing to our Board the perspective of an experienced leader with international, commercial, operational, and strategic responsibilities including oversight for digital and e-commerce businesses and marketing. She has served as a public company chief executive officer and board member of Duluth Holdings, Inc., during the time that the company went public in 2015. She also serves on the board of Cooper's Hawk Winery and Restaurants, a privately-held restaurant business. | |

  21. CLASS III DIRECTORS – TERM EXPIRING 2026

    Corporate Governance Fortune Brands is committed to maintaining strong corporate governance practices that are good for our stockholders and our Company. We are dedicated to maintaining these practices and upholding high standards of conduct.

  22. Compensation Risks

    Compensation Risks The Compensation Committee’s compensation consultant, Willis Towers Watson ("WTW") conducted an annual assessment of the risks associated with the compensation policies and practices used to compensate the Company’s executives and reports on the assessment to the Compensation Committee. In 2023, the Company’s compensation consultant analyzed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and whether incentive designs include appropriate risk-mitigation provisions. After reviewing the compensation consultant’s analysis, the Compensation Committee concluded that none of the Company’s compensation arrangements encourage excessive risk taking and are consistent with the structure and design of other companies of similar size and industry sector. The Company utilizes the following risk-mitigating design features: • The Company uses multiple and diverse performance metrics in incentive plans; • The upside on payout potential is capped for both short-term and long-term incentives; • The Company utilizes multiple long-term incentive vehicles, with PSAs historically having overlapping three-year performance cycles; • The majority of an individual’s total compensation mix is not derived from a single component of compensation; and • The Company maintains stock ownership guidelines, a policy prohibiting hedging and pledging of Company Stock and a formal clawback policy. As described in our CD&A, compensation decisions are made using a combination of objective and subjective considerations designed to mitigate excessive risk taking by executives.

  23. Anti-Hedging and Anti-Pledging Policy

    | 2023 DIRECTOR COMPENSATION* | | | | | | | | | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) (2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Amit Banati | $120,000 | $159,994 | n/a | n/a | n/a | $6,432 | $286,426 | | Amee Chande | $69,863 | $149,479 | n/a | n/a | n/a | $11,205 | $230,547 | | Irial Finan | $120,000 | $159,994 | n/a | n/a | n/a | $1,455 | $281,449 | | Ann F. Hackett | $120,000 | $159,994 | n/a | n/a | n/a | $1,455 | $281,449 | | Susan S. Kilsby | $327,500 | $159,994 | n/a | n/a | n/a | $6,451 | $493,945 | | A.D. David Mackay | $135,000 | $159,994 | n/a | n/a | n/a | $6,432 | $301,426 | | John G. Morikis | $120,000 | $159,994 | n/a | n/a | n/a | $6,455 | $286,449 | | Jeffery S. Perry | $120,000 | $159,994 | n/a | n/a | n/a | $6,455 | $286,449 | | Stephanie L. Pugliese | $98,667 | $188,199 | n/a | n/a | n/a | $6,356 | $293,222 | | David M. Thomas | $50,625 | $— | n/a | n/a | n/a | $6,209 | $56,834 | | Ronald V. Waters | $135,000 | $159,994 | n/a | n/a | n/a | $11,702 | $306,696 |

  24. 2023 Compensation Highlights

    | Pay Element | Purpose / Metrics* | | Base Salary | Fixed level of cash compensation designed to attract and retain talent | | Annual Incentive Plan (“Bonus”) | Variable cash compensation designed to recognize annual financial and operating performance. Metrics were: | | | • Earnings Per Share (“EPS”) (weighted 60%) | | | • Operating Income Margin Percent (“OIMP”) (weighted 20%) | | | • Working Capital Efficiency (“WCE”) (weighted 20%) | | Long-Term Incentive Plan (“LTI”) | Variable stock compensation composed of three equity vehicles, each designed to focus management on delivering long-term stockholder value. | | | • Performance Share Awards (“PSAs”) granted with a three-year performance cycles. Metrics for the 2023-2025 performance period were: o EBITDA Margin Percent (weighted 75%) o Return On Invested Capital ("ROIC") (weighted 25%) | | | • Restricted Stock Units (“RSUs”) subject to vesting in three annual installments | | | • Stock Options with a ten-year exercise period and subject to vesting in three annual installments |

  25. 2023 Compensation Highlights

    *All references to metrics used to determine incentive compensation are shown in this CD&A on an unaudited and before charges/gains basis. See Appendix A for definitions and a description of the methodology of these non-GAAP measures used to determine incentive compensation. To support our restructured, centralized organization, the Compensation Committee approved changes to the metrics used in our 2023 annual incentive plan, as compared to our 2022 annual incentive plan, to align the performance metrics for all NEOs. Historically, the annual incentive plan design utilized varying metrics with performance metrics for corporate-based NEOs being based on overall Company financial results while NEOs serving in business unit roles had annual incentive performance metrics tied to specific business unit financial and operating results. Beginning in 2023, the annual incentive award performance metrics for all of the Company's executive officers, including all of the NEOs, were based on EPS (weighted 60%), WCE (weighted 20%) and OIMP (weighted 20%). In addition to establishing a unified set of performance metrics for the NEOs, the Compensation Committee replaced the use of return on net tangible assets ("RONTA"), which was a performance metric under the 2022 annual incentive plan award plan, with OIMP. The change in this metric was made to further focus management on delivering the appropriate incremental or decremental margins, which the Compensation Committee believes will drive value creation over time. The Compensation Committee also approved changes to the metrics used in our PSAs. Beginning with the 2023-2025 performance period, the performance goals were based on three-year cumulative EBITDA Margin Percent (weighted 75%) and ROIC (weighted 25%). The change from the use of EBIDTA to EBITDA Margin Percent was made to further focus management on delivering long-term incremental margin growth. In addition, in order to energize and retain our most critical senior leaders and in recognition of their essential role in leading the business through the Company’s strategic transformation following the Separation and to drive further growth over the next several years, the Compensation Committee approved an increase in the payout opportunity for the 2023 PSAs. The Company's PSAs are generally structured to provide payouts ranging from 0% to 200% of the target award. For one performance cycle (the 2023-2025 performance period), however, the Compensation Committee modified the structure to provide for the potential to earn up to 300% of the target award for the achievement of stretch goals relating to 3-year EBITDA Margin Percent and ROIC, which if achieved would represent a significant increase in sales growth as well as strong operating income performance over the course of the performance period. The Compensation Committee believes that this long-term opportunity will incentivize management to deliver strong performance during this period of strategic transformation and require that the Company deliver exceptional performance in order to receive the maximum payout level of the stretch goals. The maximum payout level has reverted back to 200% of target beginning with the 2024-2026 performance period.

  26. 2023 NEO Annual Total Target Compensation

    | Summary of 2023 NEO Annual Total Target Compensation | | | | | | Named Executive Officer | 2023 Annual Base Salary(1) | 2023 Annual Incentive Target Value | 2023 Long- Term Incentive Award Target Value(2) | 2023 Total Target Compensation | | Nicholas I. Fink | $1,250,000 | $1,625,000 | $8,000,000 | $10,875,000 | | David V. Barry | $620,000 | $427,293 | $1,350,000 | $2,397,293 | | Cheri M. Phyfer | $765,000 | $726,750 | $2,225,000 | $3,716,750 | | Hiranda S. Donoghue | $525,000 | $393,750 | $1,000,000 | $1,918,750 | | Sheri R. Grissom | $525,000 | $393,750 | $1,000,000 | $1,918,750 | | Patrick D. Hallinan | $700,000 | $630,000 | $0 | $1,330,000 |

  27. 2023 NEO Annual Total Target Compensation

    (1) The amounts listed in this column reflect annual base salary in effect as of December 30, 2023 (or, in the case of Mr. Hallinan, as of his last day of employment with the Company). Includes the value of the annual target incentive equity awards, expressed as the aggregate grant date fair value of PSAs (at target), stock options and RSUs, as determined using the assumptions found in note 13 to the consolidated financial statement contained in the Company’s Annual Report on Form 10-K for the year ended December 30, 2023 (the “Form 10-K”). Mr. Hallinan did not receive an LTI award as he resigned from his position prior to the grant date.

  28. Compensation Decision-Making

    | MARKET REVIEW Performed by independent compensation consultant Considers peer and market practices Provides competitive market positioning for executive roles Influences program design | INTERNAL REVIEW CEO evaluates performance CEO and CHRO review market data and internal comparable roles CEO and CHRO recommend to the Compensation Committee pay adjustments for NEOs (other than himself) CEO, CFO and CHRO recommend to the Compensation Committee program changes to align with business objectives, including performance metrics and targets | PAY DECISIONS Compensation Committee carefully considers historical and current market practices, performance, internal pay equity and market trends Compensation Committee approves program, performance targets and pay levels for the applicable fiscal year |

  29. 2023 Compensation Peer Group and Market Data

    2023 Compensation Peer Group and Market Data The Compensation Committee uses compensation data from a group of similarly sized peer companies to evaluate our compensation arrangements. With the help of the Compensation Committee’s consultant, each year the Compensation Committee reviews the Peer Group and decides whether any changes should be made. In anticipation of the Separation in late 2022, the Compensation Committee determined that the existing peer group would need to be adjusted to align with the Company's market and projected revenue following completion of the Separation. In selecting the Peer Group to be used when setting 2023 compensation (the “2023 Peer Group”), the Compensation Committee focused on including companies that were more closely aligned with our industry and our business strategies, such as companies that manufacture household products and provide specialized consumer services, including security and alarm services, and companies with strong brand recognition and technology enabled products. Based on this criteria, the 2023 Peer Group excluded eight prior peer group businesses with less relevance to our Company's business strategies following the Separation (specifically, Ball Corp., Borgwarner Inc., Dover Corp., JELD-WEN Holding, Inc., Parker-Hannifin Corp., Pentair plc, RPM International and The Sherwin-Williams Company). The criteria used to evaluate and select the 2023 Peer Group also included the Company's projected revenue size following the Separation. With the assistance of WTW, the Compensation Committee approved the following 2023 Peer Group for use in connection with 2023 compensation decisions:

  30. 2023 Compensation Peer Group and Market Data

    | 2023 Peer Group | | | | • Allegion plc • A.O. Smith Corporation • ADT Inc. • Church & Dwight Co., Inc. • Leggett & Platt, Incorporated • Lennox International Inc. • Masco Corporation | • Mohawk Industries, Inc. • Newell Brands Inc. • Owens Corning • Resideo Technologies, Inc. • Roper Technologies, Inc. • Snap-On Incorporated • Stanley Black & Decker, Inc. | • Tempur Sealy International Inc. • The Clorox Company • Trane Technologies plc • Whirlpool Corporation • Xylem Inc. • Zurn Elkay Water Solutions Corporation |

  31. 2023 Compensation Peer Group and Market Data

    WTW provided the Compensation Committee with market data to use when considering 2023 NEO compensation adjustments. This market data primarily consisted of revenue size adjusted general industry data received from WTW, supplemented with peer group proxy data described above. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company performance, peer compensation levels, experience and impact of individual executives, and individual performance. In determining executive compensation, the Compensation Committee considers all forms of compensation and uses tools – such as tally sheets – to review the value delivered by each component of compensation. When evaluating total target compensation, the Compensation Committee generally strives to set NEO compensation around the 50th percentile of the market data. The Compensation Committee may, however, determine that it is appropriate for total target compensation or any particular element of compensation to exceed or fall below the 50th percentile of the market data for an NEO. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position, requirements of the position relative to benchmark norms, retention considerations, an individual’s performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity.

  32. 2024 Compensation Peer Group and Market Data

    2024 Compensation Peer Group and Market Data In 2023, the Compensation Committee determined that the peer group to be used when evaluating 2024 compensation decisions should be refined to more closely align with the Company's business focus and to take into account the size of the business following the acquisition of the Emtek and Yale Business and the Company's projected revenue and market capitalization following the completion of the Separation. WTW reassessed the 2023 Peer Group using the same industry and business criteria as in the prior year, with comparably-sized companies with revenues of 0.5 to 2.5 times the Company and a market capitalization of 0.5 to 4.0 times the Company. With the assistance of WTW, the Compensation Committee refined the 2023 Peer Group to remove Trane Technologies and to add Griffon Corporation and Pentair plc (the “2024 Peer Group”). The 2024 Peer Group approved for use in connection with 2024 compensation decisions is:

  33. 2024 Compensation Peer Group and Market Data

    | 2024 Peer Group | | | | • Allegion plc • A.O. Smith Corporation • ADT Inc. • Church & Dwight Co., Inc. • Griffon Corporation • Leggett & Platt, Incorporated • Lennox International Inc. | • Masco Corporation • Mohawk Industries, Inc. • Newell Brands Inc. • Owens Corning • Pentair plc • Resideo Technologies, Inc. • Roper Technologies, Inc. | • Snap-On Incorporated • Stanley Black & Decker, Inc. • Tempur Sealy International Inc. • The Clorox Company • Whirlpool Corporation • Xylem Inc. • Zurn Elkay Water Solutions Corporation |

  34. Maintaining Best Practices

    | What We Do | | | | | ✓ | Pay for Performance A vast majority of NEO annual total target compensation is tied to Company performance. In 2023, 89% of Mr. Fink’s and 75% (on average) of the other continuing NEOs’ annual total target compensation was pay-at-risk. | ✓ | Independent Compensation Consultant advises the Compensation Committee on executive compensation matters. | | ✓ | Long-Term Equity Awards 50% of the annual target equity award is made in the form of PSAs based on three year performance; 25% is made in RSUs that vest in three annual installments and 25% is made in stock options that vest in three annual installments, each subject to continued employment. | ✓ | Tally Sheets Tally sheets and wealth accumulation analyses are reviewed annually before making compensation decisions. | | ✓ | Double-Trigger in Change in Control Severance benefits are payable upon a change in control only if there is also a qualifying termination of employment. Our equity award agreements also include double-trigger provisions. | ✓ | Robust Stock Ownership Guidelines We maintain rigorous stock ownership guidelines for NEOs. Executives are required to hold 50% of net shares from the vesting of PSAs and RSUs until the ownership requirement is met. | | ✓ | Maximum Payouts on Incentives Annual cash incentive awards and PSAs have maximum payout caps. | ✓ | Executive Sessions The Compensation Committee periodically meets in executive session without the presence of management. |

  35. Maintaining Best Practices

    | What We Don’t Do | | | | | × | No Employment Contracts NEOs and other executive officers are employees “at will”. The Company does not have employment contracts with any of its NEOs or other executive officers. | × | No Hedging or Pledging Directors, NEOs and other executives are prohibited from hedging, pledging or otherwise engaging in derivative transactions designed to offset a decrease or increase in the market value of the Company’s stock. | | × | No Tax Gross Ups NEOs and other executive officers are not entitled to tax gross ups in the event of a change in control or for perquisites (other than relocation expenses). | × | No Backdating or Repricing of Stock Options Stock options are never backdated or issued with below-market prices. Repricing of underwater stock options without stockholder approval is prohibited (except in the event of certain extraordinary corporate events). | | × | No Excessive Perquisites Perquisites offered to the NEOs are limited to an executive health program and cybersecurity privacy protection benefit. The CEO has limited personal use of Company aircraft, subject to reimbursement obligations. | | |

  36. Pay-at-Risk Compensation

    Pay-at-Risk Compensation As part of 2023 annual target compensation, the Company provided both fixed (base salary) and variable (annual bonus, PSAs, RSUs and stock options) compensation to the NEOs. The vast majority of annual target compensation is pay-at-risk because the compensation that is actually paid is dependent upon the Company’s performance or stock price. As a result, the amount of compensation actually paid to an NEO may significantly vary from the NEO’s target compensation. The following charts show each element of 2023 annual target compensation, including the mix of short-term and long-term incentives, as well as the amount of pay-at-risk for the CEO and the average for the other continuing NEOs. These charts illustrate annual target compensation.* * Mr. Hallinan has been excluded from the Other NEO calculations of Pay-at-Risk compensation as his resignation from the Company was effective in March 2023 and he did not receive any equity awards under the Company's long-term incentive program during 2023. As shown in the charts above, a significant portion of the compensation granted to our NEOs was made in the form of equity awards and pay-at-risk. Equity awards represented 74% of Mr. Fink’s 2023 annual total target compensation and 55% (on average) of the other continuing NEOs’ 2023 annual total target compensation. 89% of Mr. Fink’s 2023 annual total target compensation was pay-at-risk and 75% (on average) of the other continuing NEOs’ 2023 annual total target compensation was pay-at-risk.

  37. Annual Cash Incentive

    Annual Cash Incentive The Compensation Committee believes that annual cash incentive awards (“bonus”) reinforce a pay for performance culture because the payment is based on the achievement of the Company’s financial and operational results. Each year, the Compensation Committee sets a percentage of base salary to determine each NEO’s bonus payout at 100% of target. The Compensation Committee increased the percentage of base salary used to determine the 2023 bonus awards for all continuing NEOs (other than Mr. Fink) from the percentage of base salary used to determine their 2022 bonus awards. For Mses. Phyfer, Donoghue and Grissom, the increases were made to better align with market data. For Mr. Barry, the target bonus opportunity was increased in connection with his promotion to bring his compensation in line with market data for a chief financial officer position (from 50% of base salary). The target annual bonus opportunities for each of the NEOs in 2023, reflected as a percentage of base salary, were:

  38. Annual Cash Incentive

    | Named Executive Officer | Target Bonus Opportunity as a Percentage of Base Salary 2023 | | Nicholas I. Fink | 130% | | David V. Barry | 75% | | Cheri M. Phyfer | 95% | | Hiranda S. Donoghue | 75% | | Sheri R. Grissom | 75% | | Patrick D. Hallinan | 90% |

  39. Annual Cash Incentive

    The Compensation Committee approved changes to the metrics used in our annual incentive plan by aligning the performance metrics for all NEOs to support our restructured centralized organization. Historically, the annual incentive performance metrics for corporate-based NEOs were based on overall Company financial results while NEOs serving in business unit roles had annual incentive performance metrics tied to specific business unit financial and operating results. Beginning in 2023, the annual incentive award performance goals for all of the Company's executive officers, including all of the NEOs, were based on EPS (weighted 60%), OIMP (weighted 20%) and WCE (weighted 20%). In addition, the Compensation Committee replaced the use of RONTA with OIMP. The change in this metric was made to focus management on delivering the appropriate incremental or decremental margins, which the Compensation Committee believes will drive value creation over time. To establish challenging performance goals under the annual cash incentive program, the Compensation Committee reviewed the target performance goals and actual results for awards paid in 2022, as well as the 2023 expected market growth rate in the home products market and the Company’s annual operating plan. In addition, the 2023 annual incentive targets reflect the impact of the Separation, with the EPS and WCE targets set below last year’s actual performance to reflect the reduced size and scale of the Company immediately following the Separation. Bonus payouts under the annual cash incentive awards were based on the achievement of applicable performance goals and could have ranged from 0% to 200% of target. The following table sets forth the performance metrics at minimum (0% payout), target (100% payout) and maximum (200% payout), as well as the weighting of each metric, as approved by the Compensation Committee for the 2023 annual cash incentive award:

  40. Annual Cash Incentive

    | Performance Metric | Metric Weight | Threshold Performance | Target Performance (100%) | Maximum Performance (200%) | Actual Performance | Actual Payout | | EPS (1) | 60% | $2.96 | $3.70 | $4.43 | $3.91 | | | OIMP | 20% | 15.4% | 16.5% | 17.4% | 16.0% | 121.4% | | WCE | 20% | 26.7% | 26.7% | 21.5% | 21.8% | |

  41. Annual Cash Incentive

    (1) The EPS performance metric targets used in the 2023 annual incentive plan is lower than target set for the 2022 annual incentive plan in order to account for the impact of the Separation on the Company. See “Use of Non-GAAP Financial Information in Connection with Incentive Compensation” included in Appendix A for a description of each metric. The bonus awards for each NEO were subject entirely to the satisfaction of corporate performance metrics described above and reflect a payout percent of 121.4% of target. The following table sets forth the target bonus amount and the amount actually paid to each NEO for the 2023 annual cash incentive awards:

  42. Annual Cash Incentive

    | Named Executive Officer | Target Bonus Amount | Bonus Payout Amount | | Nicholas I. Fink | $1,625,000 | $1,972,750 | | David V. Barry (1) | $427,293 | $518,734 | | Cheri M. Phyfer | $726,750 | $882,275 | | Hiranda S. Donoghue | $393,750 | $478,013 | | Sheri R Grissom | $393,750 | $478,013 | | Patrick D. Hallinan(2) | $630,000 | $140,421 |

  43. Annual Cash Incentive

    (1) Mr. Barry's award was calculated using a target bonus opportunity of 50% of his base salary (for the period from January 1, 2023 to February 26, 2023) and 75% of his base salary (for the period from February 27, 2023 through December 31, 2023). (2) Mr. Hallinan received a pro-rated portion of his annual bonus payout amount as a result of his March resignation

  44. Long-Term Equity Awards

    Long-Term Equity Awards The Compensation Committee believes that equity compensation reinforces a pay for performance culture and aligns the interests of management with those of our stockholders. Annually, the Compensation Committee sets a target equity award value and determines the types of equity to award. The 2023 annual equity award for NEOs consisted of 50% PSAs, 25% RSUs and 25% stock options. In setting 2023 target long-term equity award values, the Compensation Committee considered competitive market data, the individual performance of each NEO and for Ms. Phyfer and Ms. Grissom, the expansion of their roles. The Compensation Committee increased the target long-term equity award values granted to all continuing NEOs from the 2022 target long-term equity award values. The award values for Mr. Fink and Ms. Phyfer were increased in recognition of prior year performance and to better align with market data for similar positions. For Mr. Barry, the increase was made in connection with his promotion to bring his compensation in line with market data for a chief financial officer position. The increase in the award value for Ms. Donoghue was in recognition of prior year performance. The increase in the award value for Ms. Grissom was in recognition of prior year performance and the increased scope of her role. Below are the target equity award values for 2023 and 2022 for each continuing NEO:

  45. Long-Term Equity Awards

    | Named Executive Officer | 2022 Target Annual Equity Award Value | 2023 Target Annual Equity Award Value | | Nicholas I. Fink | $7,150,000 | $8,000,000 | | David V. Barry | $400,000 | $1,350,000 | | Cheri M. Phyfer | $2,000,000 | $2,225,000 | | Hiranda S. Donoghue | $900,000 | $1,000,000 | | Sheri R. Grissom | $900,000 | $1,000,000 |

  46. Long-Term Equity Awards

    As an incentive to retain Ms. Grissom to continue service beyond her originally intended retirement, the Compensation Committee granted her equity award in all three forms of equity, but with the RSUs and stock options vesting on December 27, 2023, subject to her continued employment through such date. Performance Share Awards: PSAs awarded to the NEOs in 2023 were awarded to be settled in Company Stock based on the Company's EBITDA Margin Percent (weighted 75%) and ROIC (weighted 25%) performance for the three-year performance period from January 1, 2023 to December 31, 2025, with payouts that could range from 0% to 300% of the target award based on performance. The Compensation Committee approved a change in the use of EBITDA to EBITDA Margin Percent, which was made to focus management on delivering long-term incremental margin growth. Under the terms of the PSAs, if the Company fails to achieve the minimum performance threshold, none of the PSAs will vest. The Compensation Committee based the performance goals on EBITDA Margin Percent and ROIC because it believes that these metrics incentivize management to grow earnings and aligns the interests of management with our stockholders. The Compensation Committee believes that awarding PSAs with cumulative three-year performance goals drives long-term sustained growth and, as a result, management is rewarded if the long-term growth goals are exceeded. In establishing performance goals for PSAs, the Compensation Committee considered the Company’s strategic operating plan, and the expected three-year compound market growth rate. For one performance cycle (the 2023-2025 performance period), the Compensation Committee modified the structure of the PSAs to provide for the potential to earn up to 300% of the target award for the achievement of stretch goals relating to 3-year EBITDA Margin Percent and ROIC, which if achieved would represent a significant increase in sales growth as well as strong operating income performance over the course of the performance period. Payments above 200% of target will only be made if revenue growth exceeds industry peers, to encourage not only margin improvement but also top-line revenue growth. The potential for an increased maximum payout was instituted to provide an increased incentive for management to focus on the potential benefits of the organizational transformation. The Compensation Committee believes that this long-term opportunity will incentivize management to deliver strong performance during this period of strategic transformation following the Separation and requires the Company to deliver exceptional long-term performance in order to receive the maximum payout level of the stretch goals. The maximum payout level has reverted back to 200% of target beginning with the 2024-2026 performance period. At the time of the Separation, three outstanding PSA cycles were converted into time-based RSUs based on projected performance results calculated based on actual performance from the beginning of the applicable performance period through the end of the fiscal quarter immediately preceding the Separation (or September 30, 2022) and expected performance through the remainder of the applicable performance period had the Separation not occurred. The converted RSUs will continue to vest in accordance with the original vesting schedule. At that time and based on results through September 30, 2022, the Compensation Committee approved a 200% achievement of the January 2021-December 2023 performance period. Based on the approved achievement, the following number of RSUs were awarded:

  47. Long-Term Equity Awards

    | Named Executive Officer | RSUs | | Nicholas I. Fink | 80,053 | | David V. Barry | 3,254 | | Cheri M. Phyfer | 20,502 | | Sheri R. Grissom | 10,621 | | Patrick D. Hallinan | 24,732 |

  48. Long-Term Equity Awards

    RSUs and Stock Options: The Compensation Committee believes that both RSUs and stock options incentivize NEOs to increase stockholder returns and aligns their interests with our stockholders. Other than with respect to Ms. Grissom's RSU grant as described above, RSUs granted to the NEOs generally vest in three equal annual installments, assuming the NEO remains employed through each annual vesting date. RSUs serve as a long-term retention tool in a cyclical business because the NEO must remain employed with the Company through each of the three annual vesting dates to receive all of the shares. The Compensation Committee believes that RSUs represent at-risk compensation since their value is linked directly to share price. Stock options allow an NEO to purchase a specific number of shares of Company Stock at a fixed price (i.e., the share price set on the grant date). Other than with respect to Ms. Grissom's stock option grant as described above, the 2023 stock options generally vest in three equal annual installments, assuming the NEO remains employed through each vesting date, and expire ten years from the grant date. The Compensation Committee believes that stock options are performance-based and at-risk because the NEO only realizes value to the extent the Company’s stock price increases after the grant date.

  49. Severance

    Severance The Company has Agreements for the Payment of Benefits Following Termination of Employment (the “Severance Agreements”) with each NEO. Under the terms of the Severance Agreements, each NEO is entitled to severance benefits upon a “qualifying termination of employment” (i.e., termination by the Company without “cause” or by the NEO for “good reason”) or in the event of a qualifying termination of employment following a change in control. The Compensation Committee believes that it is appropriate to provide NEOs with the protections afforded under these Severance Agreements and that doing so helps the Company remain competitive with market practices and attract and retain superior talent. The Compensation Committee also believes that these Severance Agreements promote management independence and keep management focused on the Company’s business in the face of any potential change in control events. All of the Severance Agreements contain “double-trigger” change in control provisions, which means that there must be both a change in control of the Company and a qualifying termination of employment (i.e., termination by the Company without “cause” or by the NEO for “good reason”) before any enhanced benefits can be paid following a change in control. The NEOs are not entitled to any tax gross ups under the Severance Agreements, including those related to the change-in-control related excise taxes imposed under the Code. Mr. Hallinan was not eligible to receive severance benefits under his Severance Agreement in connection with his resignation from the Company. See the "2023 Potential Payments Upon Termination or Change in Control" table on page 48 below for further details regarding the Severance Agreements.

  50. Compensation Committee Report

    | 2023 SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compen-sation ($)(4) | Change in Pension Value & Nonqualified Deferred Compen-sation Earnings ($)(5) | All Other Compen-sation ($)(6) | Total ($) | | | A | B | C | D | E | F | G | H | I | | Nicholas I. Fink | 2023 | 1,239,423 | 0 | 6,000,036 | 1,999,996 | 1,972,750 | 0 | 275,234 | 11,487,439 | | CEO | 2022 | 1,192,308 | 0 | 5,362,469 | 1,787,499 | 900,120 | 0 | 357,601 | 9,599,997 | | | 2021 | 1,148,462 | 0 | 4,612,510 | 1,537,493 | 2,534,600 | 0 | 337,316 | 10,170,381 | | David V. Barry | 2023 | 586,769 | 0 | 1,012,539 | 337,498 | 518,734 | 0 | 80,956 | 2,536,496 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Cheri M. Phyfer | 2023 | 756,539 | 0 | 1,668,719 | 556,247 | 882,275 | 0 | 109,604 | 3,973,384 | | Executive Vice President, | 2022 | 655,000 | 0 | 1,274,964 | 425,001 | 212,086 | 0 | 95,559 | 2,662,610 | | Group President | 2021 | 623,077 | 0 | 1,181,260 | 393,757 | 923,832 | 0 | 69,466 | 3,191,392 | | Hiranda S. Donoghue | 2023 | 519,712 | 0 | 749,982 | 250,002 | 478,013 | 0 | 78,996 | 2,076,705 | | Executive Vice President, Chief Legal Officer and Secretary | 2022 | 500,000 | 0 | 675,016 | 225,004 | 201,950 | 0 | 61,204 | 1,663,174 | | Sheri R. Grissom | 2023 | 520,769 | 0 | 749,982 | 250,002 | 478,013 | 0 | 75,857 | 2,074,623 | | Executive Vice President and Chief Transformation Officer | 2022 | 502,115 | 0 | 899,964 | 0 | 203,970 | 0 | 104,613 | 1,710,662 | | Patrick D. Hallinan | 2023 | 156,154 | 0 | 0 | 0 | 140,421 | 0 | 71,382 | 367,957 | | Former Executive Vice President and | 2022 | 696,154 | 0 | 1,499,998 | 499,994 | 363,510 | 0 | 156,341 | 3,215,997 | | Chief Financial Officer | 2021 | 671,346 | 0 | 1,424,973 | 474,993 | 950,912 | 0 | 128,554 | 3,650,778 |

  51. Compensation Committee Report

    | 2023 GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Value of Stock and Option | | Name and Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($/Sh) | Awards ($)(1) | | Nicholas I. Fink | | | | | | | | | | | | (2) | $0 | $1,625,000 | $3,250,000 | | | | | | | | | 3/6/23(3) | | | | | | | | 98,039 | $60.80 | $1,999,996 | | 3/6/23(4) | | | | | | | 32,473 | | | $2,000,012 | | 3/6/23(5) | | | | 0 | 64,946 | 194,838 | | | | $4,000,024 | | David V. Barry | | | | | | | | | | | | (2) | $0 | $427,293 | $854,586 | | | | | | | | | 3/6/23(3) | | | | | | | | 16,544 | $60.80 | $337,498 | | 3/6/23(4) | | | | | | | 5,480 | | | $337,513 | | 3/6/23(5) | | | | 0 | 10,960 | 32,880 | | | | $675,026 | | Cheri M. Phyfer | | | | | | | | | | | | (2) | $0 | $726,750 | $1,453,500 | | | | | | | | | 3/6/23(3) | | | | | | | | 27,267 | $60.80 | $556,247 | | 3/6/23(4) | | | | | | | 9,031 | | | $556,219 | | 3/6/23(5) | | | | 0 | 18,063 | 54,189 | | | | $1,112,500 | | Hiranda S. Donoghue | | | | | | | | | | | | (2) | $0 | $393,750 | $787,500 | | | | | | | | | 3/6/23(3) | | | | | | | | 12,255 | $60.80 | $250,002 | | 3/6/23(4) | | | | | | | 4,059 | | | $249,994 | | 3/6/23(5) | | | | 0 | 8,118 | 24,354 | | | | $499,988 | | Sheri R. Grissom | | | | | | | | | | | | (2) | $0 | $393,750 | $787,500 | | | | | | | | | 3/6/23(3) | | | | | | | | 12,255 | $60.80 | $250,002 | | 3/6/23(4) | | | | | | | 4,059 | | | $249,994 | | 3/6/23(5) | | | | 0 | 8,118 | 24,354 | | | | $499,988 | | Patrick D. Hallinan | | | | | | | | | | | | (2) | $0 | $630,000 | $1,260,000 | | | | | | | |

  52. Compensation Committee Report

    | OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held that Have Not Vested (#)(3) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | | Nicholas I. Fink | 0 | 98,039 | | $60.80 | 3/6/33 | 173,228 | $13,189,580 | 64,946 | $4,944,988 | | | 26,061 | 52,123 | | $76.60 | 2/28/32 | | | | | | | 47,370 | 23,686 | | $76.63 | 2/22/31 | | | | | | | 24,784 | 0 | | $73.22 | 12/7/30 | | | | | | | 111,463 | 0 | | $61.12 | 2/24/30 | | | | | | | 75,977 | 0 | | $41.42 | 3/5/29 | | | | | | | 32,074 | 0 | | $55.98 | 2/26/28 | | | | | | | 30,930 | 0 | | $51.31 | 2/27/27 | | | | | | | 31,314 | 0 | | $44.27 | 2/28/26 | | | | | | David V. Barry | 0 | 16,544 | | $60.80 | 3/6/33 | 16,640 | $1,266,970 | 10,960 | $834,494 | | | 0 | 9,394 | | $53.38 | 6/29/32 | | | | | | | 1,457 | 2,916 | | $76.60 | 2/28/32 | | | | | | | 1,925 | 963 | | $76.63 | 2/22/31 | | | | | | | 4,539 | 0 | | $61.12 | 2/24/30 | | | | | | | 1,659 | 0 | | $42.30 | 2/21/29 | | | | | | Cheri M. Phyfer | 0 | 27,267 | | $60.80 | 3/6/33 | 44,089 | $3,356,936 | 18,063 | $1,375,317 | | | 6,196 | 12,393 | | $76.60 | 2/28/32 | | | | | | | 12,131 | 6,066 | | $76.63 | 2/22/31 | | | | | | | 9,913 | 0 | | $73.22 | 12/7/30 | | | | | | | 27,234 | 0 | | $61.12 | 2/24/30 | | | | | | | 8,441 | 0 | | $41.42 | 3/5/29 | | | | | | Hiranda S. Donoghue | 0 | 12,255 | | $60.80 | 3/6/33 | 14,362 | $1,093,523 | 8,118 | $618,105 | | | 3,280 | 6,561 | | $76.60 | 2/28/32 | | | | | | Sheri R. Grissom | 12,255 | 0 | | $60.80 | 3/6/33 | 11,543 | $878,884 | 8,118 | $618,105 | | | 6,547 | 3,274 | | $76.63 | 2/22/31 | | | | | | | 6,196 | 0 | | $73.22 | 12/7/30 | | | | | | | 15,131 | 0 | | $61.12 | 2/24/30 | | | | | | | 17,431 | 0 | | $42.30 | 2/21/29 | | | | | | | 16,838 | 0 | | $55.98 | 2/26/28 | | | | | | | 15,465 | 0 | | $51.31 | 2/27/27 | | | | | | | 13,728 | 0 | | $44.27 | 2/28/26 | | | | | | | 13,047 | 0 | | $42.20 | 2/23/25 | | | | | | Patrick D. Hallinan | 21,869 | 0 | | $76.60 | 2/28/32 | 0 | $0 | 0 | $0 | | | 21,952 | 0 | | $76.63 | 2/22/31 | | | | | | | 6,196 | 0 | | $73.22 | 12/7/30 | | | | | | | 34,296 | 0 | | $61.12 | 2/24/30 | | | | | | | 39,846 | 0 | | $42.30 | 2/21/29 | | | | | | | 36,082 | 0 | | $55.98 | 2/26/28 | | | | | | | 5,860 | 0 | | $57.66 | 7/3/27 | | | | | | | 18,277 | 0 | | $51.31 | 2/27/27 | | | | | | | 9,644 | 0 | | $44.27 | 2/28/26 | | | | | | | 2,906 | 0 | | $42.20 | 2/23/25 | | | | |

  53. Compensation Committee Report

    | 2023 OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized Upon Exercise ($) (2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized Upon Vesting ($)(4) | | Nicholas I. Fink | 0 | $0 | 116,276 | $7,309,902 | | David V. Barry | 0 | $0 | 5,909 | $363,149 | | Cheri M. Phyfer | 0 | $0 | 33,903 | $2,131,915 | | Hiranda S. Donoghue | 0 | $0 | 4,484 | $314,194 | | Sheri R Grissom | 0 | $0 | 13,791 | $873,440 | | Patrick D. Hallinan | 6,000 | $176,513 | 76,415 | $4,736,181 |

  54. Compensation Committee Report

    | 2023 NONQUALIFIED DEFERRED COMPENSATION | | | | | | | | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($)(3) | Aggregate Balance at Last FYE ($) | | Nicholas I. Fink | FBIN SERP | $0 | $135,716 | $28,563 | $- | $680,081 | | | WI SERP | $0 | N/A | $3,916 | $- | $80,270 | | David V. Barry | FBIN SERP | $0 | $28,934 | $2,196 | $- | $58,518 | | | WI SERP | $0 | N/A | $1,000 | $- | $20,503 | | Cheri M. Phyfer | FBIN SERP | $0 | $47,897 | $305 | $- | $9,716 | | | WI SERP | $0 | N/A | $6,807 | $- | $160,686 | | Hiranda S. Donoghue | FBIN SERP | $0 | $29,375 | $473 | $- | $15,098 | | Sheri R. Grissom | FBIN SERP | $0 | $29,605 | $11,190 | $- | $250,204 | | Patrick D. Hallinan | FBIN SERP | $0 | $15,487 | $(3,094) | $330,819 | $- | | | WI SERP | $0 | N/A | $(163) | $42,179 | $- |

  55. Compensation Committee Report

    | 2023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (1)(2) | | | | | | | | | | | By NEO | | By Employer | | | | | | | | For Good Reason | Without Good Reason | For Cause | Without Cause | Death | Disability(3) | Retirement | Involuntary Termination (without Cause) or Resignation for Good Reason After Change in Control | | Cash Severance | | | | | | | | | | Fink | $6,095,826 | $0 | $0 | $6,095,826 | $0 | $0 | $0 | $9,143,739 | | Barry | $1,670,136 | $0 | $0 | $1,670,136 | $0 | $0 | $0 | $2,226,848 | | Phyfer | $2,365,266 | $0 | $0 | $2,365,266 | $0 | $0 | $0 | $3,153,688 | | Donoghue | $1,474,817 | $0 | $0 | $1,474,817 | $0 | $0 | $0 | $1,966,422 | | Grissom | $1,477,770 | $0 | $0 | $1,477,770 | $0 | $0 | $0 | $1,970,360 | | Health and Related Benefits(4) | | | | | | | | | | Fink | $28,125 | $0 | $0 | $28,125 | $1,250,000 | $0 | $0 | $42,188 | | Barry | $29,941 | $0 | $0 | $29,941 | $620,000 | $0 | $0 | $39,921 | | Phyfer | $21,438 | $0 | $0 | $21,438 | $765,000 | $0 | $0 | $28,584 | | Donoghue | $27,536 | $0 | $0 | $27,536 | $525,000 | $0 | $0 | $36,715 | | Grissom | $20,973 | $0 | $0 | $20,973 | $525,000 | $0 | $0 | $27,964 | | Options(5) | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $1,503,918 | $0 | $0 | $1,503,918 | | Barry | $0 | $0 | $0 | $0 | $467,592 | $213,807 | $0 | $467,592 | | Phyfer | $0 | $0 | $0 | $0 | $418,276 | $0 | $0 | $418,276 | | Donoghue | $0 | $0 | $0 | $0 | $187,992 | $0 | $0 | $187,992 | | Grissom | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | RSUs | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $13,567,386 | $11,065,016 | $0 | $13,567,386 | | Barry | $0 | $0 | $0 | $0 | $1,295,188 | $872,899 | $0 | $1,295,188 | | Phyfer | $0 | $0 | $0 | $0 | $3,452,464 | $2,756,535 | $0 | $3,452,464 | | Donoghue | $0 | $0 | $0 | $0 | $1,108,230 | $804,467 | $0 | $1,108,230 | | Grissom | $0 | $0 | $0 | $0 | $912,324 | $912,324 | $912,324 | $912,324 | | Performance Share Awards | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $5,004,739 | $0 | $0 | $5,004,739 | | Barry | $0 | $0 | $0 | $0 | $844,578 | $0 | $0 | $844,578 | | Phyfer | $0 | $0 | $0 | $0 | $1,391,935 | $0 | $0 | $1,391,935 | | Donoghue | $0 | $0 | $0 | $0 | $625,573 | $0 | $0 | $625,573 | | Grissom | $0 | $0 | $0 | $0 | $625,573 | $618,105 | $618,105 | $625,573 | | Total Potential Payments | | | | | | | | | | Fink | $6,123,951 | $0 | $0 | $6,123,951 | $21,326,043 | $11,065,016 | $0 | $29,261,970 | | Barry | $1,700,077 | $0 | $0 | $1,700,077 | $3,227,358 | $1,086,706 | $0 | $4,874,127 | | Phyfer | $2,386,704 | $0 | $0 | $2,386,704 | $6,027,675 | $2,756,535 | $0 | $8,444,947 | | Donoghue | $1,502,353 | $0 | $0 | $1,502,353 | $2,446,795 | $804,467 | $0 | $3,924,932 | | Grissom | $1,498,743 | $0 | $0 | $1,498,743 | $2,062,897 | $1,530,429 | $1,530,429 | $3,536,221 |

  56. Compensation Committee Report

    | CEO Pay Ratio | 51 |

  57. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio

  58. 2023 CEO Pay Ratio

    | | Total Compensation | CEO Pay Ratio | | Nicholas I. Fink | $11,487,439 | 199:1 | | Median Employee | $57,603 | |

  59. 2023 CEO Pay Ratio

    Pay versus Performance

  60. 2023 CEO Pay Ratio

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | Summary Compensation Table Total for Fink ($)(2) | Summary Compensation Table Total for Klein ($)(2) | Compensation Actually Paid to Fink ($)(3) | Compensation Actually Paid to Klein($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Total Shareholder Return ($) (4) | Peer Group Total Shareholder Return ($)(5) | Net Income ($) (millions) (6) | EPS ($)(7) | | 2023 | $11,487,439 | N/A | $17,521,908 | N/A | $2,205,833 | $3,014,265 | $143.94 | $159.19 | $404.5 | $3.91 | | 2022 | $9,599,997 | N/A | ($3,200,386) | N/A | $2,576,333 | ($427,618) | $106.43 | $118.74 | $686.7 | $6.32 | | 2021 | $10,170,381 | N/A | $15,780,518 | N/A | $3,078,513 | $4,880,126 | $167.58 | $154.73 | $772.4 | $5.73 | | 2020 | $9,615,974 | $4,694,510 | $15,223,407 | $10,711,850 | $3,354,840 | $5,368,120 | $132.96 | $114.17 | $553.1 | $4.19 |

  61. 2023 CEO Pay Ratio

    (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: 2023: Nicholas I. Fink served as the Company's PEO for the entirety of 2023. The Company's other NEOs were: David V. Barry, Cheri M. Phyfer, Hiranda S. Donoghue, Sheri R. Grissom and Patrick D. Hallinan. 2022: Nicholas I. Fink served as the Company’s PEO for the entirety of 2022 and the Company’s other NEOs were: Patrick D. Hallinan, Cheri M. Phyfer, Sheri R. Grissom, Hiranda S. Donoghue, R. David Banyard, Jr. and Brett E. Finely. 2021: Nicholas I. Fink served as the Company’s PEO for the entirety of 2021, and the Company’s other NEOs were: Patrick D. Hallinan; R. David Banyard, Jr.; Cheri M. Phyfer; Brett E. Finley; and Robert K. Biggart. 2020: Christopher J. Klein served as the Company’s PEO until January 6, 2020 and Nicholas I. Fink served as the Company’s PEO from January 6, 2020. The Company’s other NEOs for 2020 were: Patrick D. Hallinan; R. David Banyard, Jr.; Cheri M. Phyfer; and Brett E. Finley. (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Fink and Klein and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs reported for the applicable year other than the PEOs for such years. (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable years. A reconciliation of CAP Adjustments for Messrs. Fink and Klein and for the average of the other NEOs is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019 in our Stock. Historic stock price performance is not necessarily indicative of future stock price performance. (5) The Company used the S&P 400 Consumer Durables and Apparels Index for its TSR Peer Group. This is the same peer group used for purposes of the Company’s stock price performance graph in its Annual Report to stockholders for the year ended December 30, 2023. (6) Net Income derived in accordance with GAAP for the years 2022, 2021 and 2020 includes Net Income derived from our discontinued operations of our former Cabinets segment prior to the Separation. The impact of the Separation on Net Income is reflected beginning in 2023. For 2023, the Compensation Committee determined that EPS continues to be viewed as a core driver of the Company’s performance and stockholder value creation and, accordingly, EPS was utilized as a component in the Annual Incentive Plan for the NEOs. EPS was calculated on a before charges/gains basis and represents net income derived in accordance with GAAP excluding net charges. EPS for the years 2022, 2021 and 2020 includes earnings per share derived from discontinued operations of our former Cabinets segment prior to the Separation. The impact of the Separation on EPS is reflected beginning in 2023.

  62. 2023 CEO Pay Ratio

    | CAP ADJUSTMENTS | | | | | | | | | | | | | | Year | Summary Compensation Table Total | (Minus) Aggregate Change in Actuarial Present Value of Accumulated Benefit under Defined Benefit and Actuarial Pension Plans ($)(a) | Plus Service Costs Under Defined Benefit and Actuarial Pension Plans ($)(b) | (Minus) Grant Date Fair Value of Stock Option and Stock Awards Granted in Fiscal Year ($)(c) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Option and Stock Awards Granted in Fiscal Year ($)(d) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Option and Stock Awards Granted in Prior Fiscal Years ($)(e) | Plus Fair Value at Vesting of Stock Option and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year ($)(f) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Option and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(g) | (Minus) Fair Value as of Prior Fiscal Year-End of Stock Option and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year ($)(h) | Plus Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date ($)(i) | Plus Changes in Fair Value to Reflect Excess Fair Value Resulting From Modifications to Stock Option and Stock Awards ($)(j) | Equals Compensation Actually Paid ($)(k) | | Nicholas I. Fink | | | | | | | | | | | | | | 2023 | $11,487,439 | $— | $— | $7,923,071 | $10,110,614 | $3,201,936 | $— | $286,927 | $— | $358,063 | $— | $17,521,908 | | 2022 | $9,599,997 | $— | $— | $7,149,968 | $4,485,181 | $(2,656,391) | $— | $(7,752,601) | $— | $273,395 | $— | $(3,200,386) | | 2021 | $10,170,381 | $— | $— | $6,150,003 | $6,425,887 | $3,575,673 | $— | $1,608,290 | $— | $150,290 | $— | $15,780,518 | | 2020 | $9,615,974 | $— | $— | $6,524,966 | $9,038,159 | $2,854,850 | $— | $435,205 | $303,243 | $107,428 | $— | $15,223,407 | | Christopher J. Klein | | | | | | | | | | | | | | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 2020 | $4,694,510 | $674,000 | $— | $1,500,003 | $— | $4,211,891 | $1,862,267 | $3,507,389 | $1,516,215 | $126,011 | $— | $10,711,850 | | Other NEOs (Average) | | | | | | | | | | | | | | 2023 | $2,205,833 | $— | $— | $1,104,268 | $1,280,015 | $318,312 | $251,236 | $61,662 | $36,211 | $37,686 | $— | $3,014,265 | | 2022 | $2,576,333 | $— | $— | $1,549,996 | $878,223 | $(696,306) | $96,699 | $(1,853,880) | $— | $62,643 | $58,667 | $(427,618) | | 2021 | $3,078,513 | $— | $— | $1,639,989 | $1,462,788 | $1,031,620 | $286,563 | $616,027 | $— | $44,604 | $— | $4,880,126 | | 2020 | $3,354,840 | $18,000 | $— | $2,074,991 | $2,824,874 | $1,165,802 | $— | $238,581 | $168,986 | $46,000 | $— | $5,368,120 |

  63. 2023 CEO Pay Ratio

    (a) Represents the aggregate change in the actuarial present value of the NEOs’ accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the sum of the actuarial present value of the NEOs’ benefits under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, plus the entire cost of benefits granted (or credit for benefits reduced) in a plan amendment (or initiation) during the indicated fiscal year that are attributed by the benefit formula to services rendered in prior fiscal years, in each case, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (c) Represents the average aggregate grant date fair value of the option awards and stock awards granted to the reported NEOs during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (d) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested option awards and stock awards granted during such fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (e) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested option awards and stock awards held by the reported NEOs as of the last day of the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (f) Represents the average aggregate fair value at vesting of the option awards and stock awards that were granted to the reported NEOs and vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (g) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (h) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ option awards and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. (i) Represents the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. (j) Represents the excess fair value, if any, of modified option awards and stock awards over the fair value of the original awards as of the modification. For 2022, reflects the incremental fair value associated with the modification of Mr. Finley's outstanding option awards to extend the post-termination exercise period. (k) Represents the average Total Compensation as reported in the Summary Compensation Table for the reported Named Executive Officers in the indicated fiscal year.