DEF 14A of Fortune Brands Innovations, Inc., Mar 31, 2025

DEF 14A of Fortune Brands Innovations, Inc.

Filed Mar 31, 2025 · FY20240000950170-25-047745

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | 2025 Director Nominees | | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Board Committees | Other Public Company Boards | | Amit Banati Vice Chairman and Chief Financial Officer Kellanova | 56 | 2020 | ✓ | Audit (Chair) Executive | None | | Irial Finan Former Executive Vice President The Coca-Cola Company | 67 | 2019 | ✓ | Audit Compensation | Smurfit Westrock plc | | Susan S. Kilsby Former Senior Advisor Credit Suisse AG | 66 | 2015 | ✓ | Nominating, Environmental, Social & Governance (Chair) Executive (Chair) | Diageo plc Unilever plc |

  3. Board of Directors

    | BOARD COMPOSITION | | | | | | Since 2020 | | | | | | +5 | -4 | 6.8 years | 60 years | 89% | | Members Added | Members Retired | Average Tenure | Average Age | Independent |

  4. Board of Directors

    | Tenure | Diversity | | | |

  5. Compensation Program Highlights

    | Our executive compensation program is designed to attract, retain and motivate the high caliber talent necessary to deliver long-term and sustained Company performance for the benefit of our shareholders. Our executive compensation program, underpinned by our pay-for-performance philosophy, delivers compensation to our named executive officers ("NEOs") that is intrinsically and strongly linked to Company financial, strategic and operational performance. Our executive compensation program is discussed in detail in the Compensation Discussion and Analysis section ("CD&A") of this Proxy Statement. | |

  6. Compensation Program Highlights

    | | | Element | Form of Award | Description | | | | Base Salary | Cash | Competitive base pay based on role, scope, experience, individual performance and internal alignment. | | | | Annual Incentive Plan (“Bonus”) | Cash | Performance-based compensation dependent on three key annual financial goals: • Earnings Per Share (weighted 60%) • Operating Income Margin Percent (weighted 20%) • Working Capital Efficiency (weighted 20%) Actual payout ranges from 0% to 200% of target, based on annual performance. | | | | Performance Share Awards (“PSAs”) | Company Stock | Performance-based compensation dependent on key three-year financial goals: • EBITDA Margin Percent (weighted 75%) • Return On Invested Capital (weighted 25%) Actual payout ranges from 0% to 200% of target, based on performance during three-year performance period and continued service. | | | | Stock Options | Company Stock | Performance-based compensation based on appreciation of stock price at exercise relative to original grant price. Vests over three-years in equal annual installments based on continued service, with a 10-year term. | | | | Restricted Stock Units (“RSUs”) | Company Stock | At-risk equity-based compensation, with realized value based on Company Stock price performance. Vests over three-years in equal annual installments based on continued service. |

  7. Election of Directors

    Election of Directors The Board currently consists of nine members and is divided into three classes, each having three-year terms that expire in successive years. The term of each director currently serving in Class II (Amit Banati, Irial Finan and Susan Kilsby) expires at the Annual Meeting. The Board has nominated Mr. Banati, Mr. Finan and Ms. Kilsby for a new term of three years expiring at the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each of the nominees has consented to be named as a nominee and to serve as a director, if elected. If any nominee becomes 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 II) and the current Class I 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. 2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

    2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

  9. 2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

    | | Skills & Qualifications Mr. Banati has extensive management, financial and strategic leadership experience with leading consumer products companies, including Kellanova, Mondelez, Cadbury Schweppes and Procter & Gamble, bringing the perspective of a leader with significant domestic and international experience in a 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. Biography Vice Chairman and Chief Financial Officer of Kellanova (formerly Kellogg Company), a leader in global snacking, international cereal, noodles and frozen foods, from December 2022 to present; Senior Vice President and Chief Financial Officer of Kellogg Company from July 2019 to December 2022; President for Asia Pacific, Middle East and Africa of Kellogg Company prior thereto. |

  10. 2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

    | | Skills & Qualifications Mr. Finan has more than 30 years of extensive operations and strategy experience with The Coca-Cola Company and its worldwide bottling operations, bringing the perspective of a leader with significant international, executive, financial and operational experience in a consumer products industry. Mr. Finan's board experience, including serving as Chair of Smurfit Westrock plc, provides him with valuable insight into board operations. He also serves on multiple non-profit boards. He previously served on the boards of Coca-Cola European Partners (until 2021) and Coca-Cola Bottlers Japan Holdings Inc. (until 2023). 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, from August 2004 to December 2017. |

  11. 2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

    | | Skills & Qualifications Ms. Kilsby has a distinguished career in global investment banking, with particular expertise in mergers and acquisitions, finance and international business. In addition to serving as a Senior Advisor for five years, Ms. Kilsby also served as Chairman and Head of Europe, Middle East, and Africa Mergers and Acquisitions at Credit Suisse until 2009. Her global investment banking career also included a variety of senior positions with The First Boston Corporation, Bankers Trust and Barclays de Zoete Wedd. Ms. Kilsby also has extensive board experience, currently serving as a Senior Independent Director of Diageo Plc and as a non-executive director of Unilever plc and COFRA Holding plc, as well as 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. She previously served as Chair of Shire plc for five years (from 2011-2019) and on the Boards of BHP Group plc and BHP Limited (from 2019-2021). Her extensive history of board and committee service provides her with expertise needed to serve as the Board's Non-Executive Chair. Biography Retired since May 2014; Ms. Kilsby spent most of her career at Credit Suisse AG, an investment banking firm, holding a variety of senior positions including Senior Advisor from 2009 until her retirement in May 2014 and Chairman and Head of Europe, Middle East, and Africa Mergers and Acquisitions, prior thereto. |

  12. 2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

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

  13. CLASS III DIRECTORS – TERM EXPIRING 2026

    CLASS III DIRECTORS – TERM EXPIRING 2026

  14. CLASS III DIRECTORS – TERM EXPIRING 2026

    | | Skills & Qualifications Mr. Fink’s leadership as Chief Executive Officer of the Company and his significant international, consumer brand and business operating experience, as well as his mergers and acquisitions and strategy expertise provide our Board with intimate knowledge of the Company's operations, opportunities for growth and the challenges it faces. Prior to being named Chief Executive Officer in 2020, Mr. Fink held several leadership positions with the Company, serving as President and Chief Operating Officer, President of the Company's water business and as Senior Vice President, Global Growth & Corporate Development. Since becoming Chief Executive Officer, Mr. Fink has successfully navigated external challenges including the COVID-19 pandemic, supply chain disruptions, and a dynamic external market, while focusing on transforming the Company into a digitally enabled growth leader. 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. 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. |

  15. CLASS III DIRECTORS – TERM EXPIRING 2026

    | | Skills & Qualifications Mr. Mackay has extensive strategic leadership and international operations experience leading The Kellogg Company. Over his tenure with The Kellogg Company, Mr. Mackay held various roles including President and Chief Executive Officer and President and Chief Operating Officer, bringing the perspective of a leader with significant international, executive, financial and operational experience in a consumer products industry. His prior Board experience serving as non-executive Chairman of Beam, Inc., coupled with his prior executive leadership roles, provides him with expertise in board operations, executive compensation and succession planning matters. Mr. Mackay also serves on the boards of several non-profit organizations. Biography Retired since January 2011; President and Chief Executive Officer of Kellogg Company, a packaged foods manufacturer, prior thereto. |

  16. CLASS III DIRECTORS – TERM EXPIRING 2026

    | | Skills & Qualifications Ms. Pugliese held various executive leadership and marketing positions with strong consumer brand companies including Under Armour, Inc. and Duluth Holdings, Inc. Her experience in building brands and driving innovation through retail, digital and e-commerce businesses and marketing brings the perspective of an experienced commercial, operational and strategic leader. She served as Chief Executive Officer and board member of Duluth Holdings, Inc., from 2015 to 2019 during which time she led the company through its initial public offering. Prior to that she held roles of increasing responsibility with Duluth Holdings, Inc., including President and Chief Operating Officer and President and Chief Merchandising Officer. She currently serves on the board of Cooper's Hawk Winery and Restaurants, a privately-held restaurant business, and American Eagle Outfitters, Inc., a publicly-traded global specialty clothing retailer. She previously served on the board of Duluth Holdings, Inc. (2015-2019). 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. |

  17. CLASS I DIRECTORS – TERM EXPIRING 2027

    CLASS I DIRECTORS – TERM EXPIRING 2027

  18. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Ms. Chande has extensive experience in leading large, global companies through technological disruption and leading them to embrace technology driven innovation. Her experience is particularly valuable 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. She currently serves on the boards of Air Canada and Algonquin Power & Utilities Corp. She previously served on the board of Signature Aviation plc (from 2018-2021). Biography Strategy consultant from 2020 to present and adjunct corporate strategy professor at the University of British Columbia since 2024. 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 at Alibaba Group Holding Limited, an e-commerce company, prior thereto. |

  19. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Ms. Hackett has extensive experience leading companies that provide strategy and human capital consulting services to boards of directors and senior management teams in global consumer products and service companies. She brings insights and experience from leading strategy development, change initiatives, risk management, talent management, succession planning and in creating performance-based compensation programs. Ms. Hackett also has significant international and technology experience and experience with large scale transformations. In addition, she brings extensive public company board experience, including serving as the lead independent director and chair of the governance and nominating committee of Capital One Financial Corporation and the chair of the compensation committee of MasterBrand, Inc., the largest manufacturer of residential cabinets in North America. 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. |

  20. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Mr. Perry has extensive experience as a strategic, operational and financial advisor helping boards of directors and management teams improve business and leadership performance. Prior to founding Lead Mandates LLC, where he currently serves as Chief Executive Officer, he held several senior positions with Ernst & Young LLP, including serving as Americas Operational Transaction Services Practice Leader and Global Client Service Partner for major consumer products accounts. Prior to joining Ernst & Young, he held leadership positions with A.T. Kearney Inc., including co-leading its North America Merger Integration services. Mr. Perry brings extensive experience with mergers, acquisitions, integrations, divestitures, and business transformations of consumer products companies. He currently serves as a board member of MasterBrand, Inc. and Equitable Funds, an investment company. He also serves as Chair of Babson College Board of Trustees and Vice Chair of the National Association of Corporate Directors. Biography Founder and CEO of Lead Mandates LLC, a business and leadership advisory firm, from 2020 to present; 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. |

  21. CLASS I DIRECTORS – TERM EXPIRING 2027

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

  22. Compensation Risks

    | Capped Incentive Plan Payouts The upside on payout potential is capped on both annual incentive and long-term incentive plans at 200%. | Balanced Pay Mix (Annual and Long-Term) Executive mix of pay is balanced between annual and long-term, with a heavier emphasis on long-term compensation. | | Rigorous Goal Setting Process Robust goal setting process considers peer performance, probability of achievement and various ranges of performance outcomes. | Multi-year Vesting of Long-Term Incentives Stock Options and RSUs vest in three equal annual installments while PSAs fully vest (if performance achieved) after the conclusion of a three-year performance period. | | Use of Discretion The Compensation Committee has discretion to adjust award values and eliminate annual incentive plan awards. All unvested equity awards are automatically forfeited in the case of a termination for cause. | Stock Ownership Guidelines Competitive stock ownership requirements for executives (ranging between 1x to 6x). Executives are also prohibited hedging and pledging of Company Stock. | | Incentive Compensation Clawback Clawback applies in case of financial restatement that impacts incentive-based compensation awarded in the last three fiscal years prior to restatement. | Use of Multiple Metrics Multiple and diverse performance metrics used in incentive plans. No overlap in metrics used between annual incentive and long-term incentive plans. |

  23. Anti-Hedging and Anti-Pledging Policy

    | 2024 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 | $129,719 | $159,986 | n/a | n/a | n/a | $11,277 | $300,982 | | Amee Chande | $120,000 | $159,986 | n/a | n/a | n/a | $11,451 | $291,437 | | Irial Finan | $120,000 | $159,986 | n/a | n/a | n/a | $6,277 | $286,263 | | Ann F. Hackett | $120,000 | $159,986 | n/a | n/a | n/a | $1,300 | $281,286 | | Susan S. Kilsby | $335,000 | $159,986 | n/a | n/a | n/a | $16,019 | $511,005 | | A.D. David Mackay | $135,000 | $159,986 | n/a | n/a | n/a | $6,277 | $301,263 | | John G. Morikis | $41,880 | $0 | n/a | n/a | n/a | $1,125 | $43,005 | | Jeffery S. Perry | $120,000 | $159,986 | n/a | n/a | n/a | $11,277 | $291,263 | | Stephanie L. Pugliese | $120,000 | $159,986 | n/a | n/a | n/a | $6,277 | $286,263 | | Ronald V. Waters | $47,106 | $0 | n/a | n/a | n/a | $6,125 | $53,231 |

  24. Our Executive Compensation Program

    | Our executive compensation program is designed to attract, retain and motivate high caliber talent necessary to deliver long-term growth and sustained performance for the benefit of our shareholders. Our executive compensation program, underpinned by our pay-for-performance philosophy, delivers compensation to our NEOs that is intrinsically and strongly linked to Company financial, strategic and operational performance. We implement our philosophy by following these principles: | |

  25. Our Executive Compensation Program

    | Attract, Retain and Motivate Provide market competitive compensation that allows us to attract, retain and motivate high caliber talent | Pay-for-Performance A significant portion of executive compensation should be "at-risk" and linked to Company performance, including delivery of financial and operational results and strategic objectives | | Promote Long-Term Growth Compensation programs focus on long-term and sustainable growth while maintaining focus on profitability and shareholder value creation | Align Compensation Goals with Growth Strategy Continual review of program offerings and design to align and evolve with our business strategy and growth focus |

  26. Our Executive Compensation Program

    | | | Pay Element | Description | Link to Strategy | | | | Base Salary | Competitive base pay set based on role, scope, experience, individual performance and internal alignment | Attracts and retains high caliber talent | | | | Annual Incentive Plan ("AIP" or “Bonus”) | Performance-based cash compensation dependent on performance against three key annual financial goals: EPS (weighted 60%) OIMP (weighted 20%) WCE (weighted 20%) Actual payouts can range from 0% to 200% of target based on annual performance. | The mix of AIP metrics promotes a focus on profitable growth and efficiency. Annual targets are designed to outperform the market for our products. | | | | Performance Share Awards (“PSAs”) | Performance-based equity compensation dependent on performance against two key long-term financial goals: EBITDA Margin Percent (weighted 75%) Return On Invested Capital (weighted 25%) Cumulative three-year performance period. Actual payout can range from 0% to 200% of target based on three-year performance and continued employment. | The mix of PSA metrics promotes a focus on long-term profitability and strategic investments. EBITDA Margin Percent was important to our business in 2023 and 2024 as we re-platformed the cost structure of the Company, leading to much improved margins. In 2025, the metric we reverted to EBITDA dollars, the metric we used in PSAs prior to the Separation, to focus on growth. | | | | | | | | | | Stock Options | Performance-based equity compensation, requiring stock price to appreciate from the grant date. Realized value based on appreciation of stock price at time of exercise relative to grant date price. Stock options vest in three equal annual installments subject to continued employment, and have a 10-year term. | Promotes long-term growth given historical cyclical nature of our industry by aligning management's interests with shareholders' interests as value is realized when Company Stock price increases over time. | | | | | | | | | | Restricted Stock Units (“RSUs”) | At-risk, equity-based compensation, with realized value at vesting based on stock price performance. Vests over three years in equal annual installments based on continued employment. | Time-based awards encourage long-term retention and align management's interests with shareholders' interests. | | | | | | |

  27. 2024 Say on Pay Vote and Shareholder Engagement

    | 2023 Compensation Plan Actionable Feedback Addressed by Fortune Brands' Board | | | | Shareholder Feedback | | Fortune Brands' Response | | | Some shareholders sought to understand why 2023 Annual Incentive Plan targets (EPS and WCE) were set lower than 2022 results while payout opportunity remained the same, particularly because Company performance against these targets ultimately resulted in above target payout. | The 2023 targets were set to align with the median of the Company's projected full-year EPS. Our 2023 AIP targets were set based on the Company’s projected performance. The lower targets reflected the fact that the cabinets business that was spun-off in the Separation represented approximately 40% of the net sales and 30% of the profit of the Company in 2022. The Company delivered above-target EPS and WCE 2023 performance in a tougher-than-expected consumer market, exceeding these projections and resulting in above target payouts (121.4%). The Compensation Committee aims to set rigorous and challenging targets, factoring in expected market growth rate, our annual operating plans and macroeconomic conditions. In 2024, the Compensation Committee returned to its standard practice of setting annual plan targets above prior year results. | | | | 2024 Annual Incentive Plan Targets | | | | See pages 46-48 for detailed information about our 2024 AIP targets. The Company commits to providing more details in the future about changes to the Company's compensation metrics and related goals. |

  28. 2024 Say on Pay Vote and Shareholder Engagement

    | Shareholder Feedback | | Fortune Brands' Response | | | Confidence in our CEO was clear, but some shareholders asked for additional disclosure on the rationale for multiple years of long-term incentive value increases for the CEO. | Under Mr. Fink's leadership, the Company undertook and successfully executed multiple significant transformative actions including a total portfolio reshaping and a digital transformation. The Board views Mr. Fink's leadership as instrumental to the execution of these on-going transformative actions. To reward Mr. Fink's strong performance, retain his vital leadership and to incentivize him to execute the Company's new strategic direction through this period of transformation, the Compensation Committee provided increases in Mr. Fink's long-term incentive award value in 2022, 2023 and 2024. The Compensation Committee generally believes that increases in long-term equity incentive award values are an effective way to link executive compensation to shareholder value creation, and therefore tends to rewards performance by increasing annual equity award value. For 2025, the Compensation Committee did not increase Mr. Fink's base salary, annual incentive award or long-term incentive award opportunities, as compared to 2024. For more information about how the Compensation Committee makes these decisions, see pages 41-44. | | | Some shareholders indicated that they would like further rationale for the change from growth based metrics to incremental margin metrics (OI to OIMP and EBITDA to EBITDA Margin Percent) and requested additional disclosure of how incentive plan metrics relate to the Company's overall growth strategy. | The Company has included additional details regarding the rationale for its use of annual and long-term incentive plan metrics and how those metrics tie to the Company's growth strategy on pages 35, 47 and 50 of this CD&A. To align with our growth strategy, the Compensation Committee decided to revert to EBITDA dollars, rather than EBITDA Margin, as its primary metric for the 2025-2027 PSAs. When disclosing any future incentive metric changes, the Company commits to providing clarity on the reason for the change. | | | Some shareholders requested increased disclosure relating to individual performance and pay decisions. | After considering this feedback, the Company has made a concerted effort to improve clarity of compensation-related disclosures throughout the CD&A. |

  29. 2024 Say on Pay Vote and Shareholder Engagement

    | Shareholder Feedback | | Fortune Brands' Response | | One-Time Increase to Maximum PSA Payout | Shareholders asked for additional context and clarity around the one-time increase in the potential maximum payout to 300% of target for the 2023-2025 PSAs. | The increase to the potential maximum payout opportunity under the 2023-2025 PSAs (as compared to 200% maximum utilized in prior years) was a one-time modification designed to appropriately recognize the unique circumstances and exceptional effort required to execute on the Company's growth strategy following the Separation, as well as to incentivize achievement of stretch long-term performance as a new company undergoing an immense multi-year transformation. Performance above 200% requires significant stretch performance, which if achieved, will result in a significant increase to shareholder value. Importantly, payment above 200% will only be made if revenue growth exceeds the Company's peers over the performance period. This 300% maximum payout opportunity was only applied to the 2023-2025 PSA cycle. All other PSA cycles since reverted to the standard design of 200% maximum payout opportunity. |

  30. 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 Company 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 and repricing of underwater stock options without shareholder 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, personal security and cybersecurity privacy protection benefit. The CEO has limited personal use of Company aircraft, subject to reimbursement obligations. | | |

  31. Compensation Committee Decision-Making Process

    | | SET ANNUAL COMPENSATION February - March • Reviews CEO and other NEO prior year performance • Considers market data, Company and individual performance, retention, and internal pay equity • Approves program design and performance metrics and targets • Sets total target compensation for each NEO • Grants long-term equity awards | | | | | | | | | APPROVE YEAR-END PAYOUTS January - February • Evaluates year-end financial performance versus performance goals set at the beginning of the performance period | | | EVALUATE PROGRAMS AND PRACTICES March - December • Evaluates annual say on pay results and shareholder feedback on compensation • Evaluates compensation trends and market practice | | • Approves annual incentive plan and PSA payout percentages | | | • Reviews executive's stock ownership levels against Company guidelines • Evaluates peer group and approves changes (if any) • Reviews benefits and perquisites programs • Evaluates compensation risk assessment |

  32. Compensation Committee Decision-Making Process

    | prior year target performance goals and actual performance against those goals | alignment with our annual operating plan and long-term growth plan to effectively incentivize top-line growth, profitability and efficiency | | expected growth rate in the market for our products | performance measures, compensation program designs and performance results at companies in our Peer Group | | the likelihood of achieving various levels of Company performance in consideration of macroeconomic factors for the relevant performance period | |

  33. 2024 Compensation Peer Group and Market Data

    2024 Compensation Peer Group and Market Data The Compensation Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision‑making and to ensure that our executive compensation program supports our recruitment and retention needs. The compensation review process incorporates the use of a defined peer group for assessing the competitiveness of NEO pay levels and practices (the "Peer Group"). The Peer Group included companies with revenues of 0.5 to 2.5 times the Company and market capitalization of 0.5 to 4.0 times the Company. The Peer Group includes companies that are aligned with our industry, such as household and building products, and our business strategies, such as companies that reflect a brand-led portfolio and a digital growth focus. After an annual review of our 2023 Peer Group, led by WTW, the Compensation Committee refined the Peer Group for use when making 2024 compensation decisions. The Peer Group was updated to remove Trane Technologies due to the company exceeding the revenue and market capitalization range. The Peer Group was also updated to add Griffon Corporation and Pentair plc as these companies were viewed as more closely aligning with our industry and business strategy selection criteria. The Peer Group approved for use in connection with 2024 compensation decisions was:

  34. 2024 Compensation Peer Group and Market Data

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

  35. 2024 Compensation Peer Group and Market Data

    *New peers added in 2024 are shown in bold. We also consider broader market data in evaluating each element of our NEOs’ compensation. In particular, the Committee reviewed custom industry market data and revenue size adjusted data, from the results of surveys provided by WTW.

  36. NEO Annual Total Target Compensation

    | Summary of 2024 NEO Annual Total Target Compensation | | | | | | Named Executive Officer | 2024 Annual Base Salary(1) | 2024 Annual Incentive Target Value | 2024 Long- Term Incentive Award Target Value(2) | 2024 Total Target Compensation | | Nicholas I. Fink | $1,275,000 | $1,785,000 | $8,500,000 | $11,560,000 | | David V. Barry | $645,000 | $548,250 | $1,600,000 | $2,793,250 | | Cheri M. Phyfer | $795,000 | $755,250 | $2,390,000 | $3,940,250 | | John D. Lee | $550,000 | $412,500 | $1,100,000 | $2,062,500 | | Hiranda S. Donoghue | $550,000 | $412,500 | $1,075,000 | $2,037,500 |

  37. NEO Annual Total Target Compensation

    (1) The amounts listed in this column reflect annual base salary in effect as of December 28, 2024. (2) 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 28, 2024 (the “Form 10-K”).

  38. Annual Incentive Award

    Annual Incentive Award Each year the Compensation Committee establishes annual cash incentive award targets for each NEO, taking into consideration factors similar to those used to determine base salary increases (as described above). In 2024, the Compensation Committee increased Messrs. Fink's and Barry's 2024 target bonus opportunity (percentage of base salary). All other NEOs' target bonus opportunity remained the same as in 2023. In recognition of his prior year performance, his critical leadership contributions and external market data, the Compensation Committee increased Mr. Fink's 2024 target percentage from 130% to 140%. Under Mr. Fink’s leadership, the Company exceeded its performance targets in key areas, including EPS growth and WCE, reflecting sustained operational improvements. In determining Mr. Barry's target percentage, the Compensation Committee approved an increase from 75% to 85% to bring his compensation closer to the market median for a chief financial officer position. The target annual bonus opportunities for each of the NEOs in 2024, reflected as a percentage of base salary, were:

  39. Annual Incentive Award

    | Named Executive Officer | Target Bonus Opportunity as a Percentage of Base Salary 2023 | Target Bonus Opportunity as a Percentage of Base Salary 2024 | % Change | | Nicholas I. Fink | 130% | 140% | 7.7% | | David V. Barry | 75% | 85% | 13.3% | | Cheri M. Phyfer | 95% | 95% | 0.0% | | John D. Lee | 75% | 75% | 0.0% | | Hiranda S. Donoghue | 75% | 75% | 0.0% |

  40. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    2024 Annual Cash Incentive Plan Financial Metrics and Goals The 2024 annual incentive plan award was based on the following financial metrics, weighted as follows:

  41. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    | 60% EPS | 20% OIMP | 20% WCE |

  42. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    | Performance Measure | Why We Use the Measure | How this Measure Drives Our Strategy | | EPS | Achieving EPS targets and showing EPS growth over time illustrates management's success in wisely investing money and making good business decisions. | EPS is derived from Adjusted Net Income, which is influenced by many Company actions, and all executive members can take actions to help achieve the target. Rewarding this measure aligns NEO goals with shareholders’ interests and encourages long-term growth. EPS increases as we grow top line sales that deliver margin dollars, which in turn incentivizes long term growth. | | OIMP | Operating Income Margin Percent shows how efficiently a company makes profit by leveraging expertise and advancements in areas like pricing, buying, continuous improvement and investing decisions. | OIMP is based on Net Sales, so it stays relevant and achievable even with changing market conditions and unlike a fixed dollar goal, this percentage is less impacted by outside market factors. Strong margins are indicators of financial health, drive cash flow and provide optionality during adverse market conditions. Investing in our key priorities, like digital products, branding, and innovation, is important to our long-term success. Metrics that reward performance in both positive and negative market conditions help reduce the impact of cyclicality of our business. | | WCE | Working capital efficiency represents the resources available to run day-to-day operations and reflects how much working capital a company invests to drive sales and generate profit. Measuring efficiency shows how well the company uses these resources to drive sales. Utilizing a 13-month average helps ensure that the efficiency has been sustained over a longer time period and mitigates against short-term changes in working capital and net sales. | WCE shows how well working capital resources are managed, which isn't always apparent from the income statement. Changes in this efficiency can greatly affect cash flow and returns. WCE ties to a company’s liquidity and operational efficiency, allowing for investments and long-term growth and shows how much working capital is deployed by the business. |

  43. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    Key financial measures utilized in our annual incentive plan are measured on a non-GAAP basis. The Committee believes that the use of non-GAAP metrics is necessary because it eliminates non-recurring impacts which may reduce current period performance but furthers long-term growth initiatives. In addition, the use of non-GAAP metrics aligns with market practice. The Committee may make certain adjustments when calculating these results following completion of the performance period, such as for the impact of foreign currency exchange rate fluctuations and other significant unusual and/or infrequent events that do not impact the Company’s ongoing earnings and cash generation including changes in laws, regulations, and accounting principles, actuarial gains/losses related to defined benefit plan accounting, impairment and restructuring related charges/gains and discontinued operations. For 2024, EPS before charges/gains was adjusted to exclude the effect of foreign currency exchange fluctuations. The Compensation Committee set performance goals for the 2024 annual incentive plan in February 2024 based on the Company's annual operating plan and 2024 expected market growth rate in the market for our products. For 2024, our annual incentive performance EPS, OIMP and WCE targets exceeded our actual 2023 performance reflecting our commitment to rewarding continued improvement, yet our EPS and OIMP performance fell short of our target goal. The Compensation Committee established target goals that were designed to be challenging, requiring performance to outperform the market at target, yet are achievable with strong performance. The following table sets forth the performance metrics at minimum (0% payout), target (100% payout) and maximum (200% payout), and the weighting of each metric, as approved by the Compensation Committee for the 2024 annual cash incentive award, as well as the Company's actual performance and payout achievement:

  44. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    | Performance Metric | Metric Weight | Threshold Performance | Target Performance (100%) | Maximum Performance (200%) | Actual Performance | Actual Payout | | EPS (1) | 60% | $3.56 | $4.30 | $5.04 | $4.14 | | | OIMP | 20% | 16.1% | 17.1% | 18.0% | 16.9% | 92.9% | | WCE | 20% | 23.9% | 21.7% | 19.9% | 21.5% | |

  45. 2024 Annual Cash Incentive Plan Financial Metrics and Goals

    (1) EPS actual performance was adjusted to exclude the effect of foreign exchange currency fluctuations. See “Use of Non-GAAP Financial Information in Connection with Incentive Compensation” included in Appendix A for a description of each metric.

  46. Annual Cash Incentive Plan Formula and 2024 Payout

    Annual Cash Incentive Plan Formula and 2024 Payout To calculate a potential award amount, the target percentage of salary for each NEO is multiplied by a formula based on performance.

  47. Annual Cash Incentive Plan Formula and 2024 Payout

    | Base Salary at Year Endx | Target Bonus Incentive Opportunity (percentage of base)x | Performance Achievement (0-200%) | = | Annual Incentive Payout ($) |

  48. Annual Cash Incentive Plan Formula and 2024 Payout

    The following table sets forth the target bonus amount and the amount actually paid to each NEO under the 2024 annual cash incentive plan awards:

  49. Annual Cash Incentive Plan Formula and 2024 Payout

    | Named Executive Officer | Base Salary for the Year Ended December 28, 2024 | Annual Bonus Opportunity (as a % of base salary) | Actual Achievement (% of target) | Annual Incentive Payout | | Nicholas I. Fink | $1,275,000 | 140% | 92.9% | $1,658,265 | | David V. Barry | $645,000 | 85% | 92.9% | $509,324 | | Cheri M. Phyfer | $795,000 | 95% | 92.9% | $701,627 | | John D. Lee | $550,000 | 75% | 92.9% | $383,213 | | Hiranda S. Donoghue | $550,000 | 75% | 92.9% | $383,213 |

  50. 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 shareholders. The 2024 annual equity award for NEOs consisted of the following equity mix: Each year the Compensation Committee reviews each NEO's target equity award value in comparison to the competitive market data of similar positions and the individual's performance. Generally, the Compensation Committee believes that increases in long-term equity incentive award values, as compared to cash elements, are a more meaningful way to link executive compensation to long-term growth and shareholder value creation. As a result, 74% of CEO total direct compensation and 56% of all other NEOs total direct compensation is awarded in the form of long-term equity compensation. Long-term incentives are designed to align executives' interests with those of shareholders by rewarding them for sustained performance and strategic decision-making that drive the Company's success over time. These awards encourage executives to focus on achieving key milestones and objectives that contribute to the Company's growth and profitability. By investing more in long-term equity incentives rather than base salary or annual incentive compensation, the Compensation Committee has designed a program to motivate executives to deliver consistent and exceptional results, ultimately benefiting shareholders and enhancing the Company's overall value. All NEOs received an increase in their 2024 long-term incentive award value as compared to 2023. The Committee awarded these increases in recognition of 2023 performance. The Compensation Committee increased the value of Mr. Fink's long-term incentive award, setting a payout target of $8.5 million, representing a 6.3% increase from 2023, in recognition of exceptional performance and leadership and to continue to tie his compensation to the Company's long-term growth. The increase in long-term award values for the other NEOs was in recognition of prior year performance and, in the case of Mr. Barry, Mr. Lee and Ms. Donoghue, to bring their long-term incentive award values closer to the median market data for their positions. For Mr. Barry, the increase in his 2024 long-term equity award value was made in recognition of performance and also to bring his target value in line with the market data for chief financial officers, a position to which Mr. Barry was promoted in early 2023. For Mr. Lee, the increase in his long-term equity award value was intended to recognize that his responsibilities had expanded to include leadership of our digital transformation. The Compensation Committee believes that competitive compensation ensures that our executives are committed to driving the Company's long-term success and creating significant shareholder value. Below are the target equity award values for 2024 and 2023 for each NEO:

  51. Long-Term Equity Awards

    | Named Executive Officer | 2023 Target Long-Term Equity Award Value | 2024 Target Long-Term Equity Award Value | % Change | | Nicholas I. Fink | $8,000,000 | $8,500,000 | 6.3% | | David V. Barry | $1,350,000 | $1,600,000 | 18.5% | | Cheri M. Phyfer | $2,225,000 | $2,390,000 | 7.4% | | John D. Lee | $1,000,000 | $1,100,000 | 10.0% | | Hiranda S. Donoghue | $1,000,000 | $1,075,000 | 7.5% |

  52. Long-Term Equity Awards

    2024 Performance Share Awards: The most significant portion (50%) of the NEOs' long-term equity is awards is granted in the form of performance share awards, which provide an opportunity to earn long-term incentive compensation based on the achievement of the Company’s three-year cumulative financial and operational results. PSAs awarded to the NEOs in 2024 were awarded to be settled in Company Stock based on the following three-year cumulative performance metrics.

  53. Long-Term Equity Awards

    | Performance Measure | Why We Use the Measure | How this Measure Drives Our Strategy | | EBITDA Margin Percent | Shows how much profit is kept from each dollar of sales before interest, taxes, and non-cash expenses. Using EBITDA Margin Percent drives improvement through actions like pricing, continue improvement and investment decisions, and is less impacted by market conditions and helps minimize the impact of cyclicality on our business. | This metric is directly aligned to the business transformation strategy of margin improvement, and can be linked back to our objective of long-term growth given healthy margins are required to enable investments in our most critical growth priorities. | | ROIC | Indicates how effectively the Company is managing the capital that shareholders and debt holders have invested. Utilizing a 3-yr average, incentivizes leadership to balance delivering short-term results with investment decisions that create long-term financial value. | ROIC shows how well the Company is generating profits in relation to the cost of financing of the organization and focuses on creating long-term value for debt and equity holders. |

  54. Long-Term Equity Awards

    Consistent with the 2023 design, the Compensation Committee selected EBITDA Margin Percent and ROIC as the performance measures applicable to the 2024 PSAs to further align the interests of the NEOs with those of shareholders by incentivizing management to focus on both profitable growth and efficient capital allocation. In addition, the use of EBITDA Margin Percent was intended to be utilized temporarily to focus management on margin expansion during its transition following the Separation. Performance targets for each cycle are established by the Compensation Committee and are primarily based on the Company's strategic plan and the expected three-year compound market growth rate. The Committee also considers the Company's historical performance, the historical performance of peer companies and broader market benchmarks, which helps ensure that the Company’s metrics reflect industry standards and reward sustained, long-term financial performance, when establishing targets. The goals were designed to be challenging, but achievable with the strong execution of the Company's long-term strategic plan. Payouts could range from 0% to 200% of the target award based on performance. Under the terms of the PSAs, if the Company fails to achieve the minimum performance threshold, none of the PSAs will vest. Inflight Performance Share Awards: As of December 28, 2024, two PSA cycles were outstanding. Both outstanding performance cycles utilized three-year cumulative EBITDA Margin Percent (weighted 75%) and ROIC (weighted 25%). The 2024-2026 PSA performance cycle utilized the standard 200% maximum payout opportunity. The 2023-2025 PSA performance cycle utilized a one-time 300% potential maximum payout opportunity, governed by revenue growth against the Company's 2023 Peer Group to measure and reward relative performance above 200%. At the conclusion of these outstanding performance cycles, the Company will disclose additional details about the targets and payout calculations. Stock Options: The Compensation Committee believes that stock options are an important part of the equity mix for NEOs because they are performance-based (stock options only have value if our stock price appreciates following the grant date) and motivate long-term focus given the historical cyclical nature of our industry. 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). 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. RSUs: The Compensation Committee believes that RSUs incentivize NEOs to increase shareholder returns and align their interests with the interests of our shareholders. 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. Separation-Related Converted PSAs: At the time of the Separation, then-outstanding PSA awards 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 (September 30, 2022) and expected performance for the remainder of the applicable performance period as if the Separation had not occurred. The converted RSUs continued to vest in accordance with the original vesting schedule and became fully vested on December 28, 2024. Based on this calculation and in advance of the Separation, the Compensation Committee approved a below target achievement of the 2022-2024 PSA performance goals, at 82%. Based on the approved achievement, the following number of RSUs were:

  55. Long-Term Equity Awards

    | Named Executive Officer | RSUs | | Nicholas I. Fink | 38,414 | | David V. Barry | 2,149 | | Cheri M. Phyfer | 9,134 | | John D. Lee | 3,815 | | Hiranda S. Donoghue | 4,836 |

  56. 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. See the "2024 Potential Payments Upon Termination or Change in Control" table on page 59 below for further details regarding the Severance Agreements. In connection with the elimination of Ms. Phyfer's role as Executive Vice President and Group President in January 2025, she is expected to serve as an advisor to the Company through July 1, 2025, after which time she will receive benefits under her Severance Agreement.

  57. Compensation Committee Report

    | 2024 SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compen-sation ($)(4) | Change in Pension Value & Nonqualified Deferred Compen-sation Earnings ($) | All Other Compen-sation ($)(5) | Total ($) | | | A | B | C | D | E | F | G | H | I | | Nicholas I. Fink | 2024 | 1,269,808 | 0 | 6,375,013 | 2,124,996 | 1,658,265 | 0 | 384,047 | 11,812,129 | | Chief Executive Officer | 2023 | 1,239,423 | 0 | 6,000,036 | 1,999,996 | 1,972,750 | 0 | 275,234 | 11,487,439 | | | 2022 | 1,192,308 | 0 | 5,362,469 | 1,787,499 | 900,120 | 0 | 357,601 | 9,599,997 | | David V. Barry | 2024 | 639,808 | 0 | 1,199,997 | 399,998 | 509,324 | 0 | 116,048 | 2,865,175 | | Executive Vice President & | 2023 | 586,769 | 0 | 1,012,539 | 337,498 | 518,734 | 0 | 80,956 | 2,536,496 | | Chief Financial Officer | | | | | | | | | | | Cheri M. Phyfer | 2024 | 788,770 | 0 | 1,792,488 | 597,489 | 701,627 | 0 | 156,278 | 4,036,652 | | Executive Vice President, | 2023 | 756,539 | 0 | 1,668,719 | 556,247 | 882,275 | 0 | 109,604 | 3,973,384 | | Group President | 2022 | 655,000 | 0 | 1,274,964 | 425,001 | 212,086 | 0 | 95,559 | 2,662,610 | | John D. Lee | 2024 | 544,808 | 0 | 824,973 | 274,992 | 383,213 | 0 | 110,101 | 2,138,087 | | Executive Vice President, | | | | | | | | | | | Chief Growth and Digital Officer | | | | | | | | | | | Hiranda S. Donoghue | 2024 | 544,808 | 0 | 806,262 | 268,747 | 383,213 | 0 | 105,551 | 2,108,581 | | Executive Vice President, | 2023 | 519,712 | 0 | 749,982 | 250,002 | 478,013 | 0 | 78,996 | 2,076,705 | | Chief Legal Officer & Secretary | 2022 | 500,000 | 0 | 675,016 | 225,004 | 201,950 | 0 | 61,204 | 1,663,174 |

  58. Compensation Committee Report

    | 2024 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 | | | | | | | | | | | | 2/26/24(2) | $0 | $1,785,000 | $3,570,000 | | | | | | | | | 2/26/24(3) | | | | | | | | 81,324 | $79.83 | $2,124,996 | | 2/26/24(4) | | | | | | | 26,462 | | | $2,125,031 | | 2/26/24(5) | | | | 0 | 52,923 | 105,846 | | | | $4,249,982 | | David V. Barry | | | | | | | | | | | | 2/26/24(2) | $0 | $548,250 | $1,096,500 | | | | | | | | | 2/26/24(3) | | | | | | | | 15,308 | $79.83 | $399,998 | | 2/26/24(4) | | | | | | | 4,981 | | | $399,999 | | 2/26/24(5) | | | | 0 | 9,962 | 19,924 | | | | $799,998 | | Cheri M. Phyfer | | | | | | | | | | | | 2/26/24(2) | $0 | $755,250 | $1,510,500 | | | | | | | | | 2/26/24(3) | | | | | | | | 22,866 | $79.83 | $597,489 | | 2/26/24(4) | | | | | | | 7,440 | | | $597,469 | | 2/26/24(5) | | | | 0 | 14,881 | 29,762 | | | | $1,195,019 | | John D. Lee | | | | | | | | | | | | 2/26/24(2) | $0 | $412,500 | $825,000 | | | | | | | | | 2/26/24(3) | | | | | | | | 10,524 | $79.83 | $274,992 | | 2/26/24(4) | | | | | | | 3,424 | | | $274,964 | | 2/26/24(5) | | | | 0 | 6,849 | 13,698 | | | | $550,009 | | Hiranda S. Donoghue | | | | | | | | | | | | 2/26/24(2) | $0 | $412,500 | $825,000 | | | | | | | | | 2/26/24(3) | | | | | | | | 10,285 | $79.83 | $268,747 | | 2/26/24(4) | | | | | | | 3,347 | | | $268,781 | | 2/26/24(5) | | | | 0 | 6,693 | 13,386 | | | | $537,481 |

  59. Compensation Committee Report

    | OUTSTANDING EQUITY AWARDS AT 2024 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 | 81,324 | | $79.83 | 2/26/34 | 55,919 | $3,870,713 | 117,869 | $8,158,892 | | | 32,679 | 65,360 | | $60.80 | 3/6/33 | | | | | | | 52,122 | 26,062 | | $76.60 | 2/28/32 | | | | | | | 71,056 | 0 | | $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 | 15,308 | | $79.83 | 2/26/34 | 10,910 | $755,190 | 20,922 | $1,448,221 | | | 5,514 | 11,030 | | $60.80 | 3/6/33 | | | | | | | 4,697 | 4,697 | | $53.38 | 6/29/32 | | | | | | | 2,915 | 1,458 | | $76.60 | 2/28/32 | | | | | | | 2,888 | 0 | | $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 | 22,866 | | $79.83 | 2/26/34 | 15,318 | $1,060,312 | 32,944 | $2,280,384 | | | 9,088 | 18,179 | | $60.80 | 3/6/33 | | | | | | | 12,392 | 6,197 | | $76.60 | 2/28/32 | | | | | | | 18,197 | 0 | | $76.63 | 2/22/31 | | | | | | | 9,913 | 0 | | $73.22 | 12/7/30 | | | | | | | 27,234 | 0 | | $61.12 | 2/24/30 | | | | | | John D. Lee | 0 | 10,524 | | $79.83 | 2/26/34 | 7,740 | $535,763 | 13,952 | $965,757 | | | 3,574 | 7,149 | | $60.80 | 3/6/33 | | | | | | | 5,176 | 2,588 | | $76.60 | 2/28/32 | | | | | | | 7,336 | 0 | | $76.63 | 2/22/31 | | | | | | | 6,196 | 0 | | $73.22 | 12/7/30 | | | | | | | 11,600 | 0 | | $61.12 | 2/24/30 | | | | | | | 6,848 | 0 | | $42.30 | 2/21/29 | | | | | | | 6,949 | 0 | | $55.98 | 2/26/28 | | | | | | | 7,029 | 0 | | $51.31 | 2/27/27 | | | | | | Hiranda S. Donoghue | 0 | 10,285 | | $79.83 | 2/26/34 | 7,037 | $487,101 | 14,811 | $1,025,217 | | | 4,084 | 8,171 | | $60.80 | 3/6/33 | | | | | | | 6,560 | 3,281 | | $76.60 | 2/28/32 | | | | |

  60. Compensation Committee Report

    | 2024 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 | 63,718 | $4,705,858 | | David V. Barry | 0 | $0 | 7,457 | $580,931 | | Cheri M. Phyfer | 8,441 | $339,170 | 15,709 | $1,164,107 | | John D. Lee | 0 | $0 | 9,852 | $761,168 | | Hiranda S. Donoghue | 0 | $0 | 10,672 | $799,610 |

  61. Compensation Committee Report

    | 2024 NONQUALIFIED DEFERRED COMPENSATION | | | | | | | | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($)(4) | Aggregate Balance at Last FYE ($) | | Nicholas I. Fink | FBIN SERP | $0 | $217,317 | $(10,728) | $0 | $805,069 | | | WI SERP | $0 | N/A | $(1,260) | $0 | $79,011 | | David V. Barry | FBIN SERP | $0 | $61,016 | $(793) | $0 | $86,659 | | | WI SERP | $0 | N/A | $(290) | $0 | $20,213 | | Cheri M. Phyfer | FBIN SERP | $0 | $99,453 | $(55) | $0 | $57,558 | | | WI SERP | $0 | N/A | $(2,160) | $0 | $158,490 | | John D. Lee | FBIN SERP | $0 | $50,837 | $(1,587) | $0 | $147,857 | | | WI SERP | $0 | N/A | $(503) | $0 | $36,328 | | | FBIN NQDC | $173,366 | N/A | $271,052 | $0 | $1,494,953 | | Hiranda S. Donoghue | FBIN SERP | $0 | $50,837 | $(329) | $0 | $44,144 |

  62. Compensation Committee Report

    | 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (1) | | | | | | | | | | | By NEO | | By Employer | | | | | | | | For Good Reason | Without Good Reason | For Cause | Without (2) Cause | Death | Disability(3) | Retirement | Involuntary Termination (without Cause) or Resignation for Good Reason After Change in Control | | Cash Severance | | | | | | | | | | Fink | $6,632,376 | $0 | $0 | $6,632,376 | $0 | $0 | $0 | $9,948,564 | | Barry | $1,939,706 | $0 | $0 | $1,939,706 | $0 | $0 | $0 | $2,586,274 | | Phyfer | $2,532,861 | $0 | $0 | $2,532,861 | $0 | $0 | $0 | $3,377,148 | | Lee | $1,578,312 | $0 | $0 | $1,578,312 | $0 | $0 | $0 | $2,104,416 | | Donoghue | $1,578,312 | $0 | $0 | $1,578,312 | $0 | $0 | $0 | $2,104,416 | | Health and Related Benefits(4) | | | | | | | | | | Fink | $47,490 | $0 | $0 | $47,490 | $1,275,000 | $0 | $0 | $71,235 | | Barry | $41,841 | $0 | $0 | $41,841 | $645,000 | $0 | $0 | $55,788 | | Phyfer | $31,937 | $0 | $0 | $31,937 | $795,000 | $0 | $0 | $42,583 | | Lee | $47,056 | $0 | $0 | $47,056 | $550,000 | $0 | $0 | $62,741 | | Donoghue | $38,379 | $0 | $0 | $38,379 | $550,000 | $0 | $0 | $51,172 | | Options(5) | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $550,331 | $550,331 | $0 | $550,331 | | Barry | $0 | $0 | $0 | $0 | $167,273 | $167,273 | $0 | $167,273 | | Phyfer | $0 | $0 | $0 | $0 | $153,067 | $153,067 | $0 | $153,067 | | Lee | $0 | $0 | $0 | $0 | $60,195 | $60,195 | $0 | $60,195 | | Donoghue | $0 | $0 | $0 | $0 | $68,800 | $68,800 | $0 | $68,800 | | RSUs | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $3,959,205 | $3,933,800 | $0 | $3,959,205 | | Barry | $0 | $0 | $0 | $0 | $772,589 | $767,806 | $0 | $772,589 | | Phyfer | $0 | $0 | $0 | $0 | $1,084,098 | $1,076,956 | $0 | $1,084,098 | | Lee | $0 | $0 | $0 | $0 | $547,392 | $544,105 | $0 | $547,392 | | Donoghue | $0 | $0 | $0 | $0 | $498,223 | $495,009 | $0 | $498,223 | | Performance Share Awards | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $8,331,796 | $4,617,661 | $0 | $8,331,796 | | Barry | $0 | $0 | $0 | $0 | $1,478,390 | $779,256 | $0 | $1,478,390 | | Phyfer | $0 | $0 | $0 | $0 | $2,328,628 | $1,284,279 | $0 | $2,328,628 | | Lee | $0 | $0 | $0 | $0 | $985,687 | $505,023 | $0 | $985,687 | | Donoghue | $0 | $0 | $0 | $0 | $1,046,904 | $577,190 | $0 | $1,046,904 | | Total Potential Payments | | | | | | | | | | Fink | $6,679,866 | $0 | $0 | $6,679,866 | $14,116,332 | $9,101,792 | $0 | $22,861,131 | | Barry | $1,981,547 | $0 | $0 | $1,981,547 | $3,063,252 | $1,714,335 | $0 | $5,060,314 | | Phyfer | $2,564,798 | $0 | $0 | $2,564,798 | $4,360,793 | $2,514,302 | $0 | $6,985,524 | | Lee | $1,625,368 | $0 | $0 | $1,625,368 | $2,143,274 | $1,109,323 | $0 | $3,760,431 | | Donoghue | $1,616,691 | $0 | $0 | $1,616,691 | $2,163,927 | $1,140,999 | $0 | $3,769,515 |

  63. Compensation Committee Report

    | CEO Pay Ratio | 62 |

  64. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio

  65. 2024 CEO Pay Ratio

    | | Total Compensation | CEO Pay Ratio | | Nicholas I. Fink | $11,812,129 | 212:1 | | Median Employee | $55,651 | |

  66. 2024 CEO Pay Ratio

    Pay versus Performance

  67. 2024 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) | | 2024 | $11,812,129 | N/A | $14,506,117 | N/A | $2,787,124 | $3,321,715 | $132.51 | $153.67 | $471.9 | $4.14 | | 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 | $6.36 | | 2021 | $10,170,381 | N/A | $15,780,518 | N/A | $3,078,513 | $4,880,126 | $167.58 | $154.73 | $772.4 | $5.74 | | 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 |

  68. 2024 CEO Pay Ratio

    (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: 2024: Nicholas I. Fink served as the Company's PEO for the entirety of 2024. The Company's other NEOs were: David V. Barry, Cheri M. Phyfer, John D. Lee and Hiranda S. Donoghue, 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 SEC rules, the comparison assumes $100 was invested on December 31, 2019 in our Company 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 Company Stock price performance graph in its Annual Report to shareholders for the year ended December 28, 2024. (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 2024, the Compensation Committee determined that EPS continues to be viewed as a core driver of the Company’s performance and shareholder 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, adjusted to exclude the effects of foreign currency. 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.

  69. 2024 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 | | | | | | | | | | | | | | 2024 | $11,812,129 | $— | $— | $8,500,009 | $6,979,193 | $4,165,397 | $— | $49,407 | $— | $— | $— | $14,506,117 | | 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 | | | | | | | | | | | | | | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | 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) | | | | | | | | | | | | | | 2024 | $2,787,124 | $— | $— | $1,541,237 | $1,265,480 | $777,051 | $— | $33,297 | $— | $— | $— | $3,321,715 | | 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 |

  70. 2024 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. Beginning in 2024, dividend equivalents are not reported in this column to the extent that such dividends or dividend equivalents are reflected in the fair value of such awards as of the applicable measurement date. (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.