DEF 14A of MasterBrand, Inc., Apr 24, 2025

DEF 14A of MasterBrand, Inc.

Filed Apr 24, 2025 · FY20240001193125-25-093577

Open on EDGAR

  1. VOTING MATTERS

    | Compensation Discussion and Analysis | 36 | | Executive Compensation Tables | 47 | | CEO Pay Ratio | 53 | | Pay Versus Performance | 54 | | Adjustments | 55 | | PROPOSAL NO. 3 Ratification of Selection of Independent Auditor | 58 | | Audit Committee Report | 60 | | Stock Ownership Information | 61 | | Security Ownership of Directors and Executive Officers | 61 | | Security Ownership of Certain Beneficial Owners | 61 | | Delinquent Section 16(a) Reports | 62 | | Equity Compensation Plan Information | 63 | | General Information About the Annual Meeting | 64 | | Meeting | 64 | | Who Can Vote | 64 | | Voting Before or During the Annual Meeting | 64 | | Quorum for the Annual Meeting | 65 | | Voting Standards | 65 | | Cost of Proxy Solicitation | 66 | | Shareholder List | 66 | | Submission of Shareholder Proposals or Nominations | 67 | | Shareholder Proposals for Inclusion in the 2026 Proxy Materials | 67 | | Shareholder Director Nominations for Inclusion in 2026 Proxy Materials Using Proxy Access | 67 | | Shareholder Director Nominations and Other Shareholder Proposals for Presentation at the 2026 Annual Meeting, but Not for Inclusion in 2026 Proxy Materials | 67 | | Other Information | 68 | | Communicating With Us | 68 | | Notice of Internet Availability | 68 | | Householding of Proxy Materials | 68 | | Legal Matters | 68 | | Financial Matters | 69 | | Matters to be Presented | 69 | | Appendix A: Reconciliation of GAAP to Non-GAAP Measures | A-1 | | Non-GAAP Financial Measures | A-1 |

  2. Our Executive Compensation Highlights

    | | What We Do | | | | | What We Do Not Do | | Pay for Performance • Majority of NEO compensation is at risk • Set challenging performance goals using our annual operating plan and Monte Carlo statistical analysis • Annual metrics emphasize earnings and cash flow to drive shareholder value • Long-term performance goals emphasize delivering long-term earnings and return on capital aligning with shareholder interest and our strategic plans | Compensation Policies • Conduct annual reviews of compensation market analysis and individual performance to make informed compensation decisions • Assess annually the peer group composition, compensation-related risks and incentive plan design • Clawback policies for cash and equity compensation of senior executives in case of financial restatement or misconduct • Robust stock ownership guidelines for senior leadership and non-employee directors | • Provide single-trigger severance payment, vesting or tax gross-ups following a change in control • Enter into employment agreements • Offer excessive perquisites • Offer tax gross ups • Reprice underwater stock options |

  3. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  4. CLASS III DIRECTOR NOMINEES

    CLASS III DIRECTOR NOMINEES

  5. CLASS III DIRECTOR NOMINEES

    | Name | Primary Occupation | Age | Director Since | Independent | AC | CC | N&G | | Catherine Courage | Vice President, Google | 50 | 2024 | X | X | | X | | Robert Crisci | Chief Financial Officer, Lineage, Inc. | 49 | 2022 | X | XX | | X | | Jeffery Perry | Founder and Chief Executive Officer, Lead Mandates LLC | 59 | 2022 | X | | X | XX |

  6. CLASS I DIRECTOR NOMINEES — TERMS EXPIRING 2026

    CLASS I DIRECTOR NOMINEES — TERMS EXPIRING 2026

  7. CLASS I DIRECTOR NOMINEES — TERMS EXPIRING 2026

    | Name | Primary Occupation | Age | Director Since | Independent | AC | CC | N&G | | R. David Banyard, Jr. | Chief Executive Officer, MasterBrand, Inc. | 56 | 2022 | | | | | | Ann Fritz Hackett | Former Strategy Consulting Partner and Co-Founder, Personal Pathways, LLC | 71 | 2022 | X | | XX | X |

  8. CLASS I DIRECTOR NOMINEES — TERMS EXPIRING 2026

    | MASTERBRAND • 2025 PROXY STATEMENT | 5 |

  9. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

  10. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | Name | Primary Occupation | Age | Director Since | Independent | AC | CC | N&G | | David Petratis (Non-Executive Chair) | Former President and Chief Executive Officer, Allegion plc | 67 | 2022 | X | | | | | Juliana Chugg | Former Executive Vice President and Chief Brand Officer, Mattel, Inc. | 57 | 2022 | X | X | X | | | Patrick Shannon | Former Chief Financial Officer, Allegion plc | 62 | 2024 | X | X | X | |

  11. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    Data as of April 24, 2025. AC = Audit Committee CC = Compensation Committee N&G = Nominating and Governance Committee XX — Chairperson X — Member

  12. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | 6 | MASTERBRAND • 2025 PROXY STATEMENT |

  13. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | Proposal No. 1: Election of Directors |

  14. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    Under our Certificate of Incorporation, our Board is divided into three classes with approximately one-third of the directors standing for election each year. Our Board currently consists of eight directors. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring. Our Board will transition to annual director elections through a phase-out, as provided in our Certificate of Incorporation. We expect that beginning with our 2030 annual meeting, all directors will be elected annually, and our Board, at that time, will no longer be classified. The Class III directors whose terms expire at the Annual Meeting are Catherine Courage, Robert Crisci, and Jeffery Perry. Each of these directors has been re-nominated by our Board upon the recommendation of its Nominating and Governance Committee. All Class III directors elected at the Annual Meeting will continue in office until the annual meeting of our shareholders to be held in 2028 and until their successors are elected and qualified. The three nominees contribute significantly to our Board, including as follows:

  15. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | • | Catherine Courage serves on the Board’s Audit Committee and Nominating and Governance Committee; |

  16. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | • | Robert Crisci chairs the Board’s Audit Committee and serves on the Nominating and Governance Committee; and |

  17. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    | • | Jeffery Perry chairs the Board’s Nominating and Governance Committee and serves on the Compensation Committee. |

  18. CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

    Each of the directors nominated by our Board has consented to serving as a director for the term listed above, to being named in this Proxy Statement, and to continuing their service on our Board if elected. The persons named as proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of each of our Board’s three nominees. If any nominee is unable to serve, our Board can either designate a substitute nominee to serve as a director instead or reduce the size of our Board. If our Board nominates another individual, the persons named as proxies may vote for such substitute nominee. Our Board has determined that Catherine Courage, Robert Crisci, and Jeffery Perry are independent of MasterBrand and management. See “Corporate Governance — Director Independence” below for more information.

  19. BOARD MEMBERSHIP CRITERIA

    BOARD MEMBERSHIP CRITERIA Our Board is responsible for selecting candidates for Board membership and has identified key skills and attributes to be used in identifying potential candidates. The Nominating and Governance Committee leads our director recruitment process and regularly considers the criteria necessary to achieve a Board that provides effective oversight of MasterBrand. The Nominating and Governance Committee believes that directors should display the attributes necessary to be effective directors, which can include: commitment to the goal of enhancing long-term shareholder value, experience in an executive leadership role, consumer products expertise and experience, experience as a board member of a public company, willingness to devote sufficient time to Board matters, business judgment, reputation, lack of conflicts of interest, integrity, ethics, and any evolving needs of the Board. As discussed in “Board Members and Public Company Experience” below, the Nominating and Governance Committee also seeks to select director candidates who represent a mix of experiences and backgrounds that will enhance the quality of our Board’s deliberations and decisions and believes that Board membership should be heterogeneous in its broadest sense, taking into account education, skills, experiences, backgrounds and qualifications. In addition to the above criteria, the Nominating and Governance Committee considers, on an ongoing basis, the additional skills and experiences that it seeks in members of our Board in the context of our business and the existing composition of our Board. The directors’ biographies under “Our Director Nominees” and “Other Continuing Directors” below describe the wealth of experience each director brings to our Board and each director’s key skills, experiences, and backgrounds that make them valuable members of our Board and well-equipped to further our strategic plan.

  20. BOARD MEMBERSHIP CRITERIA

    | MASTERBRAND • 2025 PROXY STATEMENT | 7 |

  21. BOARD COMPOSITION

    BOARD COMPOSITION We have created a Board comprised of a seasoned group of individuals that have a wide range of complementary backgrounds and business experience that align with the strategic direction of the Company. Among other factors, we consider each candidate’s personal and professional responsibilities, experiences, knowledge and skills.

  22. BOARD COMPOSITION

    | The experiences of our directors include: ✓ Public company senior management ✓ Leadership ✓ Consumer products ✓ Public company board ✓ Strategic management ✓ Mergers & acquisitions/Capital markets ✓ Risk management | ✓ Home products/Housing market ✓ Marketing/Brand management ✓ Digital marketing ✓ Technology/Artificial intelligence ✓ Financial/Capital ✓ International business ✓ Human resources/Human capital ✓ Manufacturing/Supply chain |

  23. BOARD COMPOSITION

    Our Board believes each director is highly qualified to serve and that their unique skills and qualifications bring a wealth of knowledge, experience, expertise and energy to our Board. The following figure highlights the age composition of our Board (see “Board Members and Public Company Experience” below for additional attributes): average age is 59 years Our Board currently consists of eight directors. The directors hold office for staggered terms of three years. Directors from one of the three classes are elected each year. This structure was put in place at the time of our Separation from Fortune Brands in December 2022, to provide the newly public company with stability and continuity to deliberately develop and implement the best long-term, strategic course for us. Our Board will transition to annual director elections through a phase-out, as provided in our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”). We expect that beginning with our 2030 annual meeting, all directors will be elected annually, and at that time our Board will no longer be classified.

  24. BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE

    BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE Our Board is committed to building a group of directors with a wide range of experiences and perspectives. Consistent with our Corporate Governance Principles, our Board’s policy is that our Nominating and Governance Committee may consider, as part of its search for director candidates, a wide range of skills, experiences, qualifications, and attributes. Given that we only recently became a standalone public company, our Board members are relatively short-tenured in their service to MasterBrand, but most have extensive experience in serving on other public company boards. All of our directors have served on our Board since the Separation in 2022, other than our new directors, Catherine Courage and Patrick Shannon, who were appointed to the Board in 2024. Additionally, Jeffery Perry has served as a director of Fortune Brands since 2020, and Ann Fritz Hackett has served as a director of Fortune Brands since 2011. Our Corporate Governance Principles state that there is no limit on the number of terms for which a director may be elected, and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Principles generally require directors to retire at the Annual Meeting following such director’s 75th birthday, subject to the Board’s ability to waive the retirement age in certain cases if it believes that doing so is in the best interests of the Company’s shareholders. As of April 24, 2025, all of our directors were younger than 75 years of age.

  25. BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE

    | 8 | MASTERBRAND • 2025 PROXY STATEMENT |

  26. BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE

    The following figure highlights the public company experience of our Board:

  27. BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE

    | |

  28. Director Overboarding Policy

    Director Overboarding Policy Our Corporate Governance Principles are designed to ensure that all directors have sufficient time to devote proper attention to their responsibilities as MasterBrand directors. In general, our Chief Executive Officer and any director who serves as Chief Executive Officer of another public company may not serve on more than one other public company board. Directors who are not employed on a full-time basis may not serve on more than three other public company boards. No member of our Audit Committee may serve on the audit committee of more than two other publicly-traded companies. The Board may waive these limitations if the Board determines that doing so would not impair a director’s ability to serve effectively on our Board. As of April 24, 2025, all Directors were in compliance with our overboarding policy.

  29. OUR DIRECTOR NOMINEES

    OUR DIRECTOR NOMINEES Our Board and the Nominating and Governance Committee believe that each of our nominees brings a strong and diverse set of skills, experiences and perspectives that, when combined with the skillset of other continuing directors, creates a high-performing Board that is aligned with our business strategy, and which contributes to the effective oversight of MasterBrand. The ages, principal occupations, public directorships held, and other information about our nominees and continuing directors are shown below as of April 24, 2025.

  30. OUR DIRECTOR NOMINEES

    | The Board unanimously recommends a vote “FOR” ALL Board nominees listed below. |

  31. OUR DIRECTOR NOMINEES

    | MASTERBRAND • 2025 PROXY STATEMENT | 9 |

  32. CLASS III DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    CLASS III DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

  33. Experience

    Experience Ms. Courage serves as Vice President at Google, leading a user experience and data science team that works on Google’s largest properties. Since taking on this role in 2016, she has led the team through major moments such as the shifts to more natural search through multi-modal input, augmented reality in commerce, and generative AI. Prior to her current role, Ms. Courage led user experience for Google’s Ads business, overseeing the design and research of the full suite of products built for both advertisers and consumers. Before Google, Ms. Courage held numerous user experience leadership positions at DocuSign, Citrix, and Salesforce. Ms. Courage serves on the boards of the California College of Arts and Insight Enterprises (NASDAQ: NSIT), a Fortune 500 enterprise technology company. Ms. Courage holds a BS from Memorial University of Newfoundland and a MASc in Industrial Engineering: Human Factors from the University of Toronto. We believe Ms. Courage’s experience in management, digital marketing, technology, brand design and user experience at Google and other leading information technology companies and her service on the board of directors of another publicly-traded company qualifies her to serve on our Board.

  34. Experience

    | 10 | MASTERBRAND • 2025 PROXY STATEMENT |

  35. Experience

    Experience Mr. Crisci has served as the Chief Financial Officer for Lineage, Inc. since 2023. Lineage (NASDAQ: LINE) is the world’s largest temperature-controlled warehouse REIT with a network of over 485 strategically located facilities totaling approximately 86 million square feet and approximately 3.1 billion cubic feet of capacity across countries in North America, Europe and Asia-Pacific. In July 2024, Lineage completed the largest REIT IPO of all time, raising $5.1 billion. Mr. Crisci previously served as Chief Financial Officer of Roper Technologies, Inc. (NASDAQ: ROP) from 2017 until January 2023. Mr. Crisci joined Roper Technologies, Inc. in 2013 as Vice President, Finance and Investor Relations and led the company’s financial planning and analysis and investor relations activities. Prior to joining Roper Technologies, Inc., Mr. Crisci served in various roles across investment banking, consulting and finance. Mr. Crisci’s prior experience includes positions at Morgan Keegan, VRA Partners, Devon Value Advisers and Deloitte & Touche. Mr. Crisci holds a B.A. in Economics from Princeton University and an M.B.A. from Columbia Business School. We believe Mr. Crisci’s experience serving as Chief Financial Officer of two large public companies, coupled with his extensive experience in financial analysis and as an investment banker and consultant primarily focused on industrial markets, including building products, qualifies him to serve on our Board.

  36. Experience

    | MASTERBRAND • 2025 PROXY STATEMENT | 11 |

  37. Experience

    Experience Since 2020, Mr. Perry has been the Founder and Chief Executive Officer of Lead Mandates LLC, an advisory firm that helps organizations improve business and leadership performance. Prior to founding Lead Mandates LLC, from 2004 to 2020, Mr. Perry 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. Before joining Ernst & Young in 2004, Mr. Perry held leadership positions with AT Kearney Inc., including co-leading its North America Merger Integration services. Mr. Perry has served on the board of directors of Fortune Brands Innovations (NYSE: FBIN) since 2020. Since 2021, Mr. Perry has also served on the board of directors of Equitable Funds, an investment company registered under the Investment Company Act of 1940. Mr. Perry holds a B.S. in Marketing/Quantitative Methods from Babson College and an M.B.A. from Harvard Business School. We believe Mr. Perry’s experience as a director of Fortune Brands, providing familiarity with MasterBrand and the cabinets business allows him to provide a valuable perspective to our Board. In addition, we believe Mr. Perry’s experience in business integration, stemming from his experiences working as a Global Client Service Partner at Ernst & Young and his extensive experience as a strategic, operational and financial advisor helping boards of directors and management teams, qualifies Mr. Perry to serve on our Board.

  38. Experience

    | 12 | MASTERBRAND • 2025 PROXY STATEMENT |

  39. CLASS I DIRECTORS — TERMS EXPIRING IN 2026

    CLASS I DIRECTORS — TERMS EXPIRING IN 2026

  40. Experience

    Experience Mr. Banyard serves as President and Chief Executive Officer of MasterBrand. He has served in this role since December of 2022. Mr. Banyard has served on the board of directors of WK Kellogg Co. (NYSE: KLG) since 2023 and is Chair of its compensation committee. Prior to MasterBrand, Mr. Banyard served as the President of the Cabinets division of Fortune Brands from December 2019 until the Separation. Prior to that, Mr. Banyard served as President and Chief Executive Officer of Myers Industries, Inc. (NYSE: MYE), an international manufacturer of packaging, storage, and safety products and specialty molding, from December 2015 to October 2019, and on Myers Industries, Inc.’s board of directors from 2016 to 2019. Prior to that, he was Group President, Fluid Handling Technologies at Roper Technologies, Inc. (NASDAQ: ROP) where he led a diverse portfolio of companies serving a wide array of end markets. Mr. Banyard began his business career at Danaher Corporation (NYSE: DHR), where he held a variety of management roles including Vice President and General Manager of Kollmorgen’s Vehicle Systems business. Mr. Banyard holds a B.A. in Economics from Princeton and an M.B.A. from The University of Virginia Darden School of Business. We believe Mr. Banyard’s deep knowledge of the cabinets industry, as President of Fortune Brands’ Cabinets segment and as CEO of MasterBrand, provides him with a strong understanding of our operations, growth opportunities and challenges. In addition, his prior business, management and leadership experience at Myers Industries, Inc. and service as a member of its board of directors qualifies him to serve on our Board.

  41. Experience

    | MASTERBRAND • 2025 PROXY STATEMENT | 13 |

  42. Experience

    Experience Ms. Hackett is a former strategy consulting partner, most recently serving from 2015 until her retirement in January 2020 as a Partner and Co-Founder of Personal Pathways, LLC, a technology company providing a web-based enterprise collaboration insights platform to advance high performance professional relationships. Prior to Ms. Hackett’s role at Personal Pathways, LLC, she was President of Horizon Consulting Group, LLC, a strategy consulting firm founded by Ms. Hackett in 1996, developing corporate and business strategies for global consumer product and service companies and providing innovative human capital initiatives. Ms. Hackett has served on the board of directors of Fortune Brands Innovations (NYSE: FBIN) since 2011 and has also served on the board of directors of Capital One Financial Corporation (NYSE: COF) since 2004, where she is currently lead director and Chair of the Governance and Nominating Committee. Ms. Hackett holds a B.A. in Mathematics from Dartmouth College and an M.B.A. from Stanford University. We believe Ms. Hackett’s deep experience in the cabinets business stemming from her tenure on the board of directors of Fortune Brands allows Ms. Hackett to provide valuable insight to our Board. Ms. Hackett also has extensive leadership experience in strategy, human capital, risk management, transformation, change management, talent management, technology and significant corporate governance and board experience, which we believe qualifies Ms. Hackett to serve on our Board.

  43. Experience

    | 14 | MASTERBRAND • 2025 PROXY STATEMENT |

  44. CLASS II DIRECTORS — TERMS EXPIRING IN 2027

    CLASS II DIRECTORS — TERMS EXPIRING IN 2027

  45. OTHER INFORMATION

    | Non-Employee Director Compensation |

  46. SUMMARY OF NON-EMPLOYEE DIRECTOR ANNUAL COMPENSATION

    | Compensation Element | Compensation Amount | | All non-employee directors Cash Retainer | $100,000 | | All non-employee directors Equity Retainer (Restricted Stock Units vesting after one year)(1) | $135,000 | | Chair of the Audit Committee Fee | $25,000 | | Chair of the Nominating and Governance Committee and Compensation Committee Fee | $20,000 | | Board Chair Fee | $125,000 |

  47. SUMMARY OF NON-EMPLOYEE DIRECTOR ANNUAL COMPENSATION

    | (1) Directors may defer all or a portion of their Equity Retainer (RSUs) in the form of deferred stock units. |

  48. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    2024 NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows information regarding the compensation earned or paid during 2024 to Non-Employee Directors who served on our Board during the year.

  49. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David Petratis | $217,500 | $135,006 | $352,506 | | Ann Fritz Hackett | $117,500 | $135,006 | $252,506 | | Jeffery Perry | $117,500 | $135,006 | $252,506 | | Juliana Chugg | $100,000 | $135,006 | $235,006 | | Robert Crisci | $122,500 | $135,006 | $257,506 | | Patrick Shannon | $76,918 | $161,640 | $238,558 | | Catherine Courage | $56,850 | $135,001 | $191,851 |

  50. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Awards to our non-employee directors of restricted stock units generally vest one year after the date of grant. Mr. Shannon’s award includes a prorated amount reflecting the time between his appointment to the Board on March 25, 2024, and the grant date on June 5, 2024. |

  51. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    As of December 29, 2024, our non-employee directors held the following number of restricted stock units: Mr. Petratis (8,344 restricted stock units), Ms. Hackett (8,344 restricted stock units); Mr. Perry (8,344 restricted stock units); Ms. Chugg (8,344 restricted stock units); Mr. Crisci (8,344 restricted stock units); Mr. Shannon (9,799 restricted stock units); and Ms. Courage (8,464 restricted stock units). As of December 29, 2024, our non-employee directors held the following number of deferred stock units: Mr. Petratis (18,091 shares) and Ms. Hackett (34,815 shares).

  52. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 30 | MASTERBRAND • 2025 PROXY STATEMENT |

  53. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Executive Officers |

  54. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    This section describes the experience and other attributes, as of April 24, 2025, of our executive officers other than Mr. Banyard, whose biography can be found in “Proposal No. 1: Election of Directors” above. All of our executive officers, except Kurt Wanninger, took their current positions in 2022. Kurt Wanninger took his position on May 7, 2023.

  55. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Andrea Simon Executive Vice President and Chief Financial Officer AGE: 49 | OFFICER SINCE: 2022 |

  56. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    Andrea Simon, age 49, serves as our Executive Vice President and Chief Financial Officer. Ms. Simon served as Executive Vice President and Chief Financial Officer of Fortune Brands’ Cabinets segment from 2020 until the Separation in 2022. Prior to joining Fortune Brands’ Cabinets segment, from August 2019 to September 2020, Ms. Simon was the President of Weir Pressure Control North America of The Weir Group PLC (LON: WEIR) where she had responsibility for designing and executing a profitability turnaround plan of the company’s wellhead and valve business and served as the Vice President of Finance & IT of the Oil & Gas division of The Weir Group PLC from July 2014 to August 2019, where she had responsibility for finance, strategy, IT, real estate and global China sourcing for the Group’s global business. From June 2008 to June 2014, Ms. Simon served in a variety of other progressive positions throughout her time at The Weir Group PLC. Prior to joining The Weir Group PLC, Ms. Simon served as the Director of Internal Audit and Sarbanes-Oxley Compliance and then as the International Products Group Controller for Briggs & Stratton Corporation (former NYSE: BGG). Ms. Simon started her career as a CPA performing business assurance services at Arthur Andersen, LLC. Ms. Simon holds a B.S. in Accounting and an M.B.A. from Marquette University.

  57. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | MASTERBRAND • 2025 PROXY STATEMENT | 31 |

  58. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Navi Grewal Executive Vice President and Chief Digital and Technology Officer AGE: 51 | OFFICER SINCE: 2022 |

  59. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    Navi Grewal, age 51, serves as our Executive Vice President and Chief Digital and Technology Officer. Ms. Grewal served as Executive Vice President and Chief Digital Officer of Fortune Brands’ Cabinets segment from October 2021 until the Separation in 2022. Prior to joining Fortune Brands’ Cabinets segment, from August 2019 to October 2021, Ms. Grewal was the Global Chief Information Officer and Vice President of Enterprise Customer Experience at DuPont Water and Protection, a division of DuPont de Nemours, Inc. (NYSE: DD), where she led the development of a multi-year strategic information technology strategy, including cross-functional information technology transformation and digital innovation initiatives. From June 2013 to August 2019, Ms. Grewal served as Senior Director of IT – Marketing, Sales and International at Church & Dwight Co., Inc. (NYSE: CHD), a manufacturer of household products, where she led the company’s IT digital transformation and marketing technology initiatives. Prior to joining Church & Dwight Co., Inc., Ms. Grewal held a variety of progressive IT positions over a period of ten years with Campbell Soup Company (NYSE: CPB). Ms. Grewal holds a Bachelors of Engineering from Dr. B R Ambedkar National Institute of Technology, Jalandhar, India and attended CIO Leadership Workshop from Columbia University.

  60. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 32 | MASTERBRAND • 2025 PROXY STATEMENT |

  61. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Andrean Horton Executive Vice President, Chief Legal Officer and Secretary AGE: 51 | OFFICER SINCE: 2022 |

  62. 2024 NON-EMPLOYEE DIRECTOR COMPENSATION

    Andrean Horton, age 51, serves as our Executive Vice President, Chief Legal Officer and Secretary. Ms. Horton served as Executive Vice President and Chief Legal Officer of Fortune Brands’ Cabinets segment from September 2022 until the Separation. Prior to joining Fortune Brands’ Cabinets segment, from September 2021 to August 2022, Ms. Horton was a Partner and Chief Legal Officer of Dealer Tire Holdings, LLC, an international distributor of tires and accessories, where she led the legal team and was responsible for the organization’s general and commercial legal matters. Prior to Ms. Horton’s time at Dealer Tire, she served as Executive Vice President, Chief Legal Officer and Secretary at Myers Industries, Inc. (NYSE: MYE) from October 2018 to June 2021 where she led the company’s legal department and also served as Interim President and Chief Executive Officer from October 2019 to April 2020 during a period of leadership transition. Prior to Ms. Horton’s time at Myers Industries, Inc., from December 2010 to August 2018, she worked at A. Schulman, Inc., a manufacturer and supplier of plastic compounds and resins (former NASDAQ: SHLM) where she held various positions in its legal department, including serving as Executive Vice President, Chief Legal Officer and Secretary from August 2016 to August 2018. Prior to that, Ms. Horton held various leadership roles, including Vice President, Legal and Regulatory Compliance with YRC Worldwide, Inc. and General Counsel & Corporate Secretary at The Bartech Group, Inc.

  63. 2024 Performance and Results

    The Long-Term Equity Award program includes Restricted Stock Units and Performance Share Awards (“PSAs”) to reinforce long-term value creation. The PSA program, which is measured over a three-year performance period, is based on two key financial metrics:

  64. Compensation Program Highlights

    | Pay Element | Purpose and Fiscal Year 2024 Performance Metrics | | Base Salary | Fixed level of cash compensation designed to attract and retain talent | | Annual Incentive Plan | Variable cash compensation tied to the achievement of annual financial and operating performance objectives. For 2024, the performance metrics were: • Diluted Earnings Per Share (50% weighting) • Free Cash Flow as a Percent of Net Sales (50% weighting) | | Long-Term Equity Awards | Variable equity compensation composed of two equity vehicles, allocated equally, each designed to focus management on enhancing long-term shareholder value: • Performance Share Awards “PSAs” granted with a three-year performance period. The performance metrics for the 2024-2026 performance period were: • 3-year cumulative Adjusted EBITDA (50% weighting) • 3-year average Adjusted Return on Invested Capital (50% weighting) • Time-based Restricted Stock Units “RSUs”, which vest in three equal annual installments, beginning on the first anniversary of the grant date |

  65. COMPENSATION PRACTICES

    | | What We Do | | | | | What We Do Not Do | | • Pay for performance. Balance short-and long-term strategic objectives and directly link compensation to shareholder value. • Maximum payouts on incentives awards. Under the AIP and PSA, payouts are capped at 200% of target. • Double-trigger on change in control severance. Severance payments and 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. | • Mandatory and discretionary clawback policies. The Company is required to recover all or part of incentive compensation under the mandatory policy when a triggering event occurs. Additionally, the Company may seek recovery under the discretionary policy in certain other circumstances. • Robust stock ownership. NEOs and senior management are subject to robust stock ownership guidelines. • Independent compensation consultant. The Compensation Committee retains an independent compensation consultant who advises the Compensation Committee on executive compensation matters. | • No employment contracts. NEOs 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 repricing of stock options. Stock options are never backdated or issued with below-market prices. Repricing of underwater stock options without shareholder approval is prohibited. • No excessive perquisites. Perquisites are limited to executive health program, cybersecurity privacy protection and other benefits generally available to associates, such as the management cabinet purchase program. The CEO has limited personal use of Company aircraft, subject to reimbursement obligations. • No tax gross ups. NEOs are not entitled to tax gross ups in the event of a change in control or for perquisites. |

  66. Process for Benchmarking Compensation

    Process for Benchmarking Compensation The Compensation Committee follows a thorough annual process to determine the pay for NEOs and other executive officers. This process ensures that executive compensation aligns with company performance, strategic goals, and shareholder interests. WTW provides market data from surveys and compensation peer group benchmarks to help set the total compensation package, which includes base salary, annual bonus, and equity awards. The Board reviews and approves the CEO’s compensation recommended by the Compensation Committee, while the Compensation Committee reviews and approves the pay for other executives recommended by the CEO. We aim to position target total direct compensation, which includes base salary, annual bonus target, and equity, at the median of market data. However, actual compensation may vary based on individual performance, experience, role criticality, and company performance.

  67. Compensation Peer Group

    Compensation Peer Group The peer group MasterBrand uses to benchmark compensation consists of companies that align with our business model and talent needs. Key factors considered to determine our peer group include industry, revenue, and market capitalization. The peer group is reviewed annually to ensure it remains relevant to our competitive landscape. When companies significantly change in size or are acquired, they may no longer provide meaningful compensation comparisons. As a result, these companies are removed, and new peers are selected based on our criteria. This process ensures our compensation decisions are aligned with current market practices. In 2024, the Compensation Committee approved the following changes to our peer group:

  68. Compensation Peer Group

    | • | Removed Masonite International Corporation and PGT because they were both acquired |

  69. Compensation Peer Group

    | • | Added Allegion PLC and Armstrong World Industries which are within our size and industry parameters of our peer group |

  70. Compensation Peer Group

    | MASTERBRAND • 2025 PROXY STATEMENT | 39 |

  71. MasterBrand Peer Group

    MasterBrand Peer Group

  72. MasterBrand Peer Group

    | • | Allegion Plc |

  73. MasterBrand Peer Group

    | • | Armstrong World International |

  74. MasterBrand Peer Group

    | • | American Woodmark Corporation |

  75. MasterBrand Peer Group

    | • | The AZEK Company Inc. |

  76. MasterBrand Peer Group

    | • | Carlisle Companies Incorporated |

  77. MasterBrand Peer Group

    | • | Griffon Corporation |

  78. MasterBrand Peer Group

    | • | HNI Corporation |

  79. MasterBrand Peer Group

    | • | James Hardie Industries plc |

  80. MasterBrand Peer Group

    | • | JELD-WEN Holding, Inc. |

  81. MasterBrand Peer Group

    | • | La-Z-Boy Incorporated |

  82. MasterBrand Peer Group

    | • | Leggett & Platt, Incorporated |

  83. MasterBrand Peer Group

    | • | Masco Corporation |

  84. MasterBrand Peer Group

    | • | MillerKnoll, Inc. |

  85. MasterBrand Peer Group

    | • | Patrick Industries, Inc. |

  86. MasterBrand Peer Group

    | • | RH |

  87. MasterBrand Peer Group

    | • | Sleep Number Corporation |

  88. MasterBrand Peer Group

    | • | Steelcase Inc. |

  89. MasterBrand Peer Group

    | • | Tempur Sealy International, Inc. |

  90. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN The Annual Incentive Plan (“AIP”) promotes a pay-for-performance culture by focusing on our annual financial and operational results. The AIP sets performance targets as a percentage of base salary for each NEO, ensuring that these targets are appropriate and aligned with each NEO’s position based on market assessments.

  91. ANNUAL INCENTIVE PLAN

    | 40 | MASTERBRAND • 2025 PROXY STATEMENT |

  92. ANNUAL INCENTIVE PLAN

    Following the annual benchmarking of compensation and review of individual performance, the Compensation Committee approved increases to the AIP target percentages for each of the NEO’s, except for Mr. Banyard. These adjustments align our incentive structure with prevailing market practices and ensures our compensation remains competitive in attracting and retaining executives. The target percentages for our NEOs were as follows:

  93. ANNUAL INCENTIVE PLAN

    | Named Executive Officer | AIP Target as a Percent of Base Salary | | | | 2023 | 2024 | | R. David Banyard, Jr. | 120% | 120% | | Andrea Simon | 70% | 75% | | Navi Grewal | 60% | 70% | | Andrean Horton | 60% | 70% | | Kurt Wanninger | 60% | 70% |

  94. ANNUAL INCENTIVE PLAN

    Our Compensation Committee reviewed the AIP program and maintained the incentive metrics from the prior year of Diluted Earnings Per Share and Free Cash Flow as a percent of Net Sales. These metrics, each weighted at 50%, emphasize earnings, cash flow, and drive shareholder value. We set challenging performance goals using our annual operating plan and a Monte Carlo statistical analysis, which helps determine the likelihood of different performance levels. The Monte Carlo analysis informs how the range between the 75% and 125% payout levels is set. The Compensation Committee reviewed past performance, expected growth in the home products market, our three-year operating plan, key assumptions like share gains, pricing, material inflation, and productivity, and best practices from our compensation consultant. The table below shows the financial performance measures for the 2024 awards and the actual performance results:

  95. ANNUAL INCENTIVE PLAN

    | 2024 Annual Incentive Plan Performance Goals and Results | | | | | | | | | Performance Levels and Goals | | | | Results and Awards | | | | | Performance and Weighting Metric | Minimum Performance | Target Performance | Maximum Performance | Actual Performance | AIP Performance | | Payout Percent of Target | | Diluted Earnings per Share (50%) | 1.31 | 1.60 | 1.87 | 0.96 | 1.35 | (1) | 19.7% | | Free Cash Flow as a percent of Net Sales* (50%) | 6.5% | 7.7% | 8.8% | 7.8% | 8.2 | %(2) | 58.7% | | | | Total Weighted Score: | | | | | 78.4% |

  96. ANNUAL INCENTIVE PLAN

    | (1) Diluted Earnings per Share for fiscal year 2024 was $0.96, however, the effect of the Supreme Cabinetry Brands acquisition was not included in the goals or actual performance results for fiscal year 2024. Amortization expense was also excluded from both the goals and actual performance measurement. Additionally, the Compensation Committee chose to exercise discretion with respect to the short-term incentives to exclude the expense of unusual items generally outside of management’s control, including restructuring and restructuring-related charges, costs related to the acquisition of Supreme Cabinetry Brands, and defined benefit actuarial losses and settlement charges, as well as the gain on the sale of assets, resulting in a final Diluted Earnings per Share for fiscal year 2024 of $1.35 for AIP performance payout purposes. |

  97. ANNUAL INCENTIVE PLAN

    | (2) Free Cash Flow as a percent of Net Sales for fiscal year 2024 was 7.8%, however, the effect of the Supreme Cabinetry Brands acquisition was not included in the goals or actual performance results for fiscal year 2024. The Compensation Committee chose to exercise discretion with respect to the short-term incentives to exclude unusual items generally outside of management’s control, including restructuring and restructuring-related charges, costs related to the acquisition of Supreme Cabinetry Brands, and the deferral of federal income tax payments, resulting in a final Free Cash Flow as a percent of Net Sales for fiscal 2024 of 8.2% for AIP performance payout purposes. |

  98. ANNUAL INCENTIVE PLAN

    | * Free Cash Flow as a percent of Net Sales is a non-GAAP financial measure. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to the most directly comparable GAAP measures. |

  99. ANNUAL INCENTIVE PLAN

    The annual incentive award payments to each NEO for 2024:

  100. ANNUAL INCENTIVE PLAN

    | Named Executive Officer | 2024 Cash Incentive Paid | | R. David Banyard, Jr. | 969,024 | | Andrea Simon | 302,820 | | Navi Grewal | 260,680 | | Andrean Horton | 268.912 | | Kurt Wanninger | 274,400 |

  101. ANNUAL INCENTIVE PLAN

    | MASTERBRAND • 2025 PROXY STATEMENT | 41 |

  102. LONG-TERM EQUITY AWARD PROGRAM

    LONG-TERM EQUITY AWARD PROGRAM Long-term equity compensation supports a pay-for-performance culture and aligns management’s interests with those of shareholders. The Long-Term Equity Award program provides grants of RSUs and PSAs to our NEOs. The total target award value is allocated based on the grant date fair value, in dollars. The chart below reflects the Long-Term Incentive mix and metrics in the PSA program. After benchmarking compensation and reviewing individual performance, the Compensation Committee approved equity grants for executive officers. Our philosophy is to increase at-risk pay, like LTI, to recognize performance and enhance retention as executives grow in their roles. In 2024, the Compensation Committee approved grant value increases for Mr. Banyard, Ms. Simon, and Ms. Grewal to align their compensation with shareholder interests, recognize sustained performance despite market challenges, and enhance retention by aligning compensation near the market median. Although Ms. Horton and Mr. Wanninger demonstrated strong individual performance and contributed significantly to the Company’s success, the Compensation Committee determined that LTI increases were not warranted in 2024 due to their market positioning and internal pay considerations. The table below highlights the value of equity awards granted to each of our NEOs:

  103. LONG-TERM EQUITY AWARD PROGRAM

    | Named Executive Officer | Total Target Equity Award Value ($) | | % Increase | | | 2023 | 2024 | | | R. David Banyard, Jr.(1) | 3,800,000 | 4,400,000 | 15.8% | | Andrea Simon(2) | 925,000 | 1,100,000 | 18.9% | | Navi Grewal(3) | 550,000 | 725,000 | 31.8% | | Andrean Horton | 650,000 | 650,000 | 0% | | Kurt Wanninger | 500,000 | 500,000 | 0% |

  104. Performance Share Awards

    Performance Share Awards PSAs are designed to align the interests of executives with those of shareholders by linking compensation to the achievement of long-term financial and strategic performance goals. The 2024-2026 PSAs are based on two performance targets, each making up 50% of the total opportunity. These targets are 3-year Cumulative Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA) and 3-year Average Adjusted Return On Invested Capital. These metrics emphasize the importance of delivering earnings and returns on capital to drive shareholder value. Adjusted EBITDA and Return on Invested Capital are non-GAAP financial measures. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to comparable GAAP measures. We have a rigorous goal-setting process to establish challenging performance goals and ranges for the PSAs, based on our strategic plan. In setting these goals, our Compensation Committee considered factors such as the expected growth rate in the home products market, our three-year operating plan, key assumptions related to share gains, pricing, material inflation, and productivity, as well as best practice recommendations from our compensation consultant. The target achievement level aligns with the expected market growth opportunity and the maximum opportunity exceeds expected market growth.

  105. Conversion of Existing PSAs at Separation

    All unvested PSAs were converted into time-based RSUs based on projected performance results. These results were calculated from the start of the performance period to the end of the fiscal quarter before the Separation (September 30, 2022) and expected performance through the rest of the period if the Separation had not occurred. Each PSA was converted into a MasterBrand RSU, which vest according to the original schedule. The table below reflects the performance achievement approved by Fortune Brands Compensation Committee for these PSA performance cycles.

  106. Restricted Stock Units

    Restricted Stock Units RSUs promote leadership retention and align the interests of our executives with those of our shareholders. In 2024, 50% of our long-term incentive value was delivered through RSUs. These units vest in equal installments over three years, beginning on the first anniversary of the grant date. This vesting schedule encourages our executives to remain with the Company and contribute to its long-term success.

  107. Severance and Change in Control Agreements

    Severance and Change in Control Agreements MasterBrand provides severance benefits if an executive’s employment is terminated by MasterBrand for reasons other than disability or cause, or by the executive for good reason. Each NEO has a severance and change in control agreement “Severance Agreements” in place.

  108. Severance and Change in Control Agreements

    | MASTERBRAND • 2025 PROXY STATEMENT | 43 |

  109. Severance and Change in Control Agreements

    All Severance Agreements include “double-trigger” change in control provisions, which provide for enhanced severance if there is a qualifying termination of employment in connection with a change in control. This means that enhanced severance is only provided if there is both a change in control of the Company and a qualifying termination of employment (termination by the Company without cause or by the NEO for good reason). The NEOs are not entitled to any tax gross-ups under the Severance Agreements, including those related to change-in-control excise taxes. For the CEO, severance pay includes 24 months of base pay plus 2x the target annual bonus for the year of termination. This amount increases to 36 months of base pay plus 3x the target annual bonus in the event of a change in control. For other NEOs, severance pay includes 12 months of base pay plus the target bonus for the year of termination. This amount increases to 24 months of base pay plus 2x the target annual bonus in the event of a change in control. Additionally, all NEOs are entitled to a prorated payment under the Annual Incentive Plan, based on actual performance and the time worked during the performance period. All NEOs, including Mr. Banyard, receive extended coverage under health, life, and accident insurance plans consistent with the severance benefit amount, 12 months of outplacement benefits, and a Company match to the 401(k) plan. The Severance Agreements require NEOs to sign a release of legal claims in favor of MasterBrand to receive any severance payments and benefits. The Severance Agreements provide that severance may be reduced to the extent necessary to avoid the imposition of an excise tax under Code Section 280G (but only if the reduced amount would be greater than the net after-tax amount of severance benefits, considering payment of the excise tax by the executive). The Severance Agreements contain various restrictive covenants, including a 12-month non-competition restriction for terminations that do not occur within 24 months following a change in control and a 12-month non-solicitation provision. Please refer to the “2024 Potential Payments Upon Termination or Change in Control” table on page 52 below for further details regarding the Severance Agreements.

  110. Employment Agreements

    Employment Agreements We do not have employment agreements with any of our NEOs. We do not provide excise tax payments, reimbursements, or gross-ups to any of our NEOs.

  111. Executive Stock Ownership and Holding Guidelines

    | • | Shares in our nonqualified deferred compensation plan |

  112. Equity Granting Policy

    Equity Granting Policy We do not grant equity awards in anticipation of the release of material nonpublic information. No stock options were granted by the Company in 2024 and the Company has no plans to grant stock options in the future.

  113. COMPENSATION RISK OVERSIGHT

    | • | Multiple and diverse performance metrics in incentive plans; |

  114. COMPENSATION RISK OVERSIGHT

    | • | Upside on payout potential is capped for both short-term and long-term incentives; |

  115. COMPENSATION RISK OVERSIGHT

    | • | Multiple long-term incentive vehicles, with Performance Share Awards that have overlapping three-year performance cycles; |

  116. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  117. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year A | Salary ($)(1) B | Bonus ($)(2) C | Stock Awards ($)(3) D | Option Awards ($)(4) E | Non-Equity Incentive Plan Compensation ($)(5) F | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) G | All Other Compensation ($)(6) H | Total ($) I | | R. David Banyard, Jr. Chief Executive Officer | 2024 | 1,021,923 | — | 4,399,986 | — | 969,024 | — | 130,665 | 6,521,598 | | | 2023 | 1,000,000 | — | 3,799,993 | — | 2,149,200 | — | 152,407 | 7,101,600 | | | 2022 | 754,943 | — | 4,926,079 | 449,168 | 623,100 | — | 78,253 | 6,831,543 | | Andrea Simon Executive Vice President and Chief Financial Officer | 2024 | 510,962 | — | 1,099,996 | — | 302,820 | — | 44,690 | 1,958,468 | | | 2023 | 500,000 | — | 924,999 | — | 626,850 | — | 24,533 | 2,076,382 | | | 2022 | 419,885 | 15,000 | 1,567,049 | 66,607 | 221,644 | — | 22,158 | 2,312,343 | | Navi Grewal Executive Vice President and Chief Digital and Technology Officer | 2024 | 470,962 | — | 724,997 | — | 260,680 | — | 31,115 | 1,487,754 | | | 2023 | 460,000 | — | 550,003 | — | 494,316 | — | 35,948 | 1,540,267 | | | 2022 | 410,577 | — | 901,773 | 60,554 | 212,259 | — | 16,202 | 1,601,365 | | Andrean Horton Executive Vice President and Chief Legal Officer | 2024 | 485,962 | — | 649,990 | — | 268,912 | — | 58,074 | 1,462,937 | | | 2023 | 475,000 | — | 649,998 | — | 510,435 | — | 18,389 | 1,653,822 | | | 2022 | 118,750 | 200,000 | 750,003 | — | 13,085 | — | 481 | 1,082,319 | | Kurt Wanninger Executive Vice President and Chief Operations Officer | 2024 | 500,000 | — | 500,011 | — | 274,400 | — | 53,729 | 1,328,140 | | | 2023 | 496,200 | — | 499,995 | — | 537,300 | — | 47,947 | 1,581,442 | | | 2022 | 463,900 | — | 917,052 | 66,607 | 240,175 | — | 62,642 | 1,750,376 |

  118. SUMMARY COMPENSATION TABLE

    | (1) Salary: Base salaries shown for all NEOs represent the actual amount paid during the year. |

  119. SUMMARY COMPENSATION TABLE

    | (2) Bonus: The amount listed in this column for Ms. Simon for 2022 is a cash bonus paid under Fortune Brands’ recognition program. In connection with the Separation, MasterBrand discontinued this program for NEOs. The amount listed in this column for Ms. Horton in 2022 represents a cash sign-on bonus paid to Ms. Horton in connection with her commencement of employment with the Company. |

  120. SUMMARY COMPENSATION TABLE

    | (3) Stock Awards: The amounts listed in this column represent the aggregate grant date fair values calculated in accordance with FASB ASC Topic 718 for RSUs and PSAs granted under MasterBrand’s 2022 Long-Term Incentive Plan. Additional details regarding the 2024 PSA grants can be found in the Grants of Plan-Based Awards table below. Assuming the highest level of performance is achieved, the maximum grant date fair value for the PSAs granted during 2024 would be: $4,399,986 for Mr. Banyard; $1,099,996 for Ms. Simon; $724,997 for Ms. Grewal; $649,990 for Ms. Horton and $500,011 for Mr. Wanninger. Amounts listed for 2022 represent MasterBrand RSUs that were converted from Fortune Brands PSAs and RSUs in connection with the Separation, including adjustments made to preserve the fair value of such awards. Amounts also include the incremental fair value associated with the conversion of Fortune Brands PSA and RSU awards into MasterBrand RSU awards. For assumptions used in determining these values, see Note 18 to the consolidated financial statements of MasterBrand contained in MasterBrand’s Form 10-K for the year ended December 29, 2024 (the “MasterBrand Form 10-K”). |

  121. SUMMARY COMPENSATION TABLE

    | The amounts included in this column for 2022 resulting from PSAs that were converted into MasterBrand RSUs in the Separation were originally granted as follows: assuming the highest level of performance is achieved, the maximum grant date fair value for the PSAs granted during 2022 would be: $2,225,062 for Mr. Banyard; $330,062 for Ms. Simon; $299,930 for Ms. Grewal; and $330,062 for Mr. Wanninger. At the Separation, these PSAs were converted into RSUs at a performance achievement level of 82% based on performance and projected performance through the remainder of the performance period, so maximum payout is no longer attainable. |

  122. SUMMARY COMPENSATION TABLE

    | (4) Option Awards: The amounts listed in this column for 2022 reflect the aggregate grant date fair values calculated in accordance with FASB ASC Topic 718 for stock options granted. The amounts included in this column represent options to purchase MasterBrand shares that were converted from options to purchase Fortune Brands stock in connection with the Separation, including adjustments made to preserve the fair value of such options. Amounts |

  123. SUMMARY COMPENSATION TABLE

    | MASTERBRAND • 2025 PROXY STATEMENT | 47 |

  124. SUMMARY COMPENSATION TABLE

    | also include the incremental fair value associated with the conversion of such options. For assumptions used in determining these values, see Note 18 to the consolidated financial statements of MasterBrand contained in the MasterBrand Form 10-K. |

  125. SUMMARY COMPENSATION TABLE

    | (5) Non-Equity Incentive Plans: This column lists amounts earned under the Annual Incentive Plan. |

  126. SUMMARY COMPENSATION TABLE

    | (6) All Other Compensation: 2024 amounts in this column include the following: |

  127. SUMMARY COMPENSATION TABLE

    | (a) Mr. Banyard: A 401(k) match in the amount of $17,250, dividend equivalents in the amount of $60,117 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2024, and costs associated with the following perquisites: personal use of our corporate aircraft of $20,247 (which is the incremental cost to the Company in connection with his personal use of the corporate aircraft); an executive physical of $2,747; cybersecurity protection services of $7,040; and product purchase credit of $20,000 (which is calculated based on the discounted value of our products (below cost) that were purchased by Mr. Banyard under our cabinet purchase program). |

  128. SUMMARY COMPENSATION TABLE

    | (b) Ms. Simon: A 401(k) match in the amount of $17,250 and costs associated with the following perquisites: product purchase credit of $16,476, which is calculated based on the discounted value of our products (below cost) that were purchased by Ms. Simon under our cabinet purchase program. |

  129. SUMMARY COMPENSATION TABLE

    | (c) Ms. Grewal: A 401(k) match in the amount of $17,250 and costs associated with the following perquisite: product purchase credit of $10,486, which is calculated based on the discounted value of our products (below cost) that were purchased by Ms. Grewal under our cabinet purchase program. |

  130. SUMMARY COMPENSATION TABLE

    | (d) Ms. Horton: A 401(k) match in the amount of $17,250 and costs associated with the following perquisite: an executive physical of $4,224; cybersecurity protection services of $9,387; and product purchase credit of $25,441, which is calculated based on the discounted value of our products (below cost) that were purchased by Ms. Horton under our cabinet purchase program. |

  131. SUMMARY COMPENSATION TABLE

    | (e) Mr. Wanninger: A 401(k) match in the amount of $17,250 and costs associated with the following perquisite: product purchase credit of $25,263, which is calculated based on the discounted value of our products (below cost) that were purchased by Mr. Wanninger under our cabinet purchase program. |

  132. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 The following table sets forth estimated information on awards granted during fiscal 2024 to our NEOs under MasterBrand’s 2022 Long-Term Incentive Plan and annual cash incentive awards granted under the Annual Incentive Plan, in each case, as indicated in the table below. The terms and conditions applicable to these awards are described in “Compensation Discussion and Analysis.”

  133. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | Name | Type of Grant(1) | Grant Date(2) | Estimated future payouts under non-equity incentive plan awards(3) | | | Estimated future payouts under equity incentive plan Awards(4) | | | All other stock awards: Number of shares of stock or units (#)(5) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | R. David Banyard, Jr. | AIP | 3/13/2024 | 309,000 | 1,236,000 | 2,472,000 | | | | | | | | | | PSA | 3/13/2024 | | | | 549,998 | 2,199,993 | 4,399,986 | | | | 2,199,993 | | | RSU | 3/13/2024 | | | | | | | 122,836 | | | 2,199,993 | | Andrea Simon | AIP | 3/13/2024 | 96,563 | 386,250 | 772,500 | | | | | | | | | | PSA | 3/13/2024 | | | | 137,500 | 549,998 | 1,099,996 | | | | 549,998 | | | RSU | 3/13/2024 | | | | | | | 30,709 | | | 549,998 | | Navi Grewal | AIP | 3/13/2024 | 83,125 | 332,500 | 665,000 | | | | | | | | | | PSA | 3/13/2024 | | | | 90,625 | 362,498 | 724,997 | | | | 362,498 | | | RSU | 3/13/2024 | | | | | | | 20,240 | | | 362,498 | | Andrean Horton | AIP | 3/13/2024 | 85,750 | 343,000 | 686,000 | | | | | | | | | | PSA | 3/13/2024 | | | | 81,249 | 324,995 | 649,990 | | | | 324,995 | | | RSU | 3/13/2024 | | | | | | | 18,146 | | | 324,995 | | Kurt Wanninger | AIP | 3/13/2024 | 87,500 | 350,000 | 700,000 | | | | | | | | | | PSA | 3/13/2024 | | | | 62,501 | 250,006 | 500,011 | | | | 250,006 | | | RSU | 3/13/2024 | | | | | | | 13,959 | | | 250,006 |

  134. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (1) “AIP ” means cash granted under our Annual Incentive Plan. “RSU” means restricted stock unit award. “PSA” means performance share award. |

  135. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (2) Represents effective date for which values of the awards were approved by the Compensation Committee. |

  136. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (3) Represents the range of potential payments under our Annual Incentive Plan for fiscal 2024. The actual amount earned is disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  137. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (4) Represents the range of potential payments under our 2022 Long-Term Incentive Plan for fiscal 2024. |

  138. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (5) Represents RSUs awarded under our 2022 Long-Term Incentive Plan. |

  139. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (6) The value of RSUs and PSAs reflect their respective grant date fair value under ASC Topic 718. |

  140. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | 48 | MASTERBRAND • 2025 PROXY STATEMENT |

  141. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table reflects the outstanding equity awards held by each NEO with respect to MasterBrand as of December 29, 2024. For awards granted prior to the Separation, the number of awards represent the adjusted number of outstanding awards. The awards and grant price were adjusted in a manner intended to equitably preserve the overall intrinsic value of the converted equity awards.

  142. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 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 (#)(6) | | R. David Banyard, Jr. | 287,600 | — | | 8.58 | 2/24/2030 | 570,956 | $8,244,605 | 314,175 | $4,536,687 | | | 79,498 | — | | 10.28 | 12/7/2030 | | | | | | | 177,063 | — | | 10.76 | 2/22/2031 | | | | | | | 115,616 | 57,808 | | 10.75 | 2/28/2032 | | | | | | Andrea Simon | 27,173 | — | | 10.76 | 2/22/2031 | 165,802 | $2,394,181 | 77,285 | $1,115,995 | | | 17,144 | 8,573 | | 10.75 | 2/28/2032 | | | | | | Navi Grewal | 15,584 | 7,796 | | 10.75 | 2/28/2032 | 100,111 | $1,445,603 | 47,934 | $692,167 | | Andrean Horton | | | | | | 87,555 | $1,264,294 | 50,875 | $734,635 | | Kurt Wanninger | 14,791 | — | | 5.94 | 2/21/2029 | 92,301 | $1,332,826 | 39,135 | $565,109 | | | 23,962 | — | | 8.58 | 2/24/2030 | | | | | | | 24,706 | — | | 10.76 | 2/22/2031 | | | | | | | 17,144 | 8,573 | | 10.75 | 2/28/2032 | | | | |

  143. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Each outstanding stock option that was exercisable on December 29, 2024 is listed in this column. |

  144. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Each outstanding stock option that was not yet exercisable on December 29, 2024 is listed in this column. Generally, stock options vest in three equal annual installments, subject to continued employment through the applicable vesting dates. The chart below reflects the number of outstanding stock options that will vest during each of 2025, 2026 and 2027 (assuming each NEO’s continued employment through the applicable vesting date): |

  145. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of Options Vesting by Year | | | | | 2025 | 2026 | 2027 | | R. David Banyard, Jr. | 57,808 | — | — | | Andrea Simon | 8,573 | — | — | | Navi Grewal | 7,796 | — | — | | Andrean Horton | — | — | — | | Kurt Wanninger | 8,573 | — | — |

  146. Outstanding Equity Awards at 2024 Fiscal Year-End

    | MASTERBRAND • 2025 PROXY STATEMENT | 49 |

  147. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Each outstanding RSU that had not yet vested as of December 29, 2024 is listed in this column. Generally, RSUs vest in three equal annual installments subject to continued employment through the applicable vesting dates. The chart below reflects the number of outstanding RSUs that will vest during 2025, 2026 and 2027 (assuming each NEO’s continued employment through the applicable vesting date): |

  148. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Number of RSUs Vesting by Year | | | | | 2025 | 2026 | 2027 | | R. David Banyard, Jr. | 431,684 | 98,326 | 40,946 | | Andrea Simon | 129,803 | 25,762 | 10,237 | | Navi Grewal | 77,385 | 15,979 | 6,747 | | Andrean Horton | 64,547 | 16,959 | 6,049 | | Kurt Wanninger | 75,078 | 12,570 | 4,653 |

  149. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) This column reflects the value of the outstanding RSUs that have not yet vested using the December 29, 2024 closing price of MasterBrand’s common stock of $14.44. |

  150. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Represents each outstanding PSA that had not yet vested as of December 29, 2024. |

  151. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) This column reflects the value of the PSAs using the December 29, 2024 closing price of MasterBrand’s common stock of $14.44 and assumes achievement of target performance goals, as performance is measured on a cumulative basis and is not determinable until the end of the three-year performance period. |

  152. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested

  153. 2024 Option Exercises and Stock Vested

    | Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | R. David Banyard, Jr. | — | — | 561,404 | 12,331,482 | | Andrea Simon | — | — | 140,101 | 2,230,645 | | Navi Grewal | — | — | 67,154 | 1,108,400 | | Andrean Horton | — | — | 58,498 | 953,132 | | Kurt Wanninger | — | — | 88,082 | 1,665,978 |

  154. 2024 Option Exercises and Stock Vested

    | (1) This column reflects the number of RSUs that vested in 2024 which were granted in 2023, 2022, and 2021. |

  155. 2024 Option Exercises and Stock Vested

    | (2) This column reflects the value of RSUs and PSAs calculated using the market value of the shares on the applicable vesting dates. |

  156. Employment Contracts, Termination of Employment and Change in Control Arrangements

    | | 2024 Potential Payments Upon Termination or Change in Control(1) | | | | | | | | | | For Good Reason | Without Good Reason | For Cause | Without Cause | Death | Disability(2) | Retirement | Involuntary Termination (without Cause) or Termination for Good Reason After Change in Control | | Cash Severance | | | | | | | | | | Banyard, Jr. | $5,802,500 | $— | $— | $5,802,500 | $1,236,000 | $1,236,000 | $1,236,000 | $8,085,750 | | Simon | $1,304,750 | $— | $— | $1,304,750 | $386,250 | $386,250 | $386,250 | $2,223,250 | | Grewal | $1,157,250 | $— | $— | $1,157,250 | $332,500 | $332,500 | $332,500 | $1,982,000 | | Horton | $1,193,250 | $— | $— | $1,193,250 | $343,000 | $343,000 | $343,000 | $2,043,500 | | Wanninger | $1,217,250 | $— | $— | $1,217,250 | $350,000 | $350,000 | $350,000 | $2,084,500 | | Health and Related Benefits(3) | | | | | | | | | | Banyard, Jr. | $41,980 | $— | $— | $41,980 | $1,030,000 | $— | $— | $62,970 | | Simon | $11,357 | $— | $— | $11,357 | $515,000 | $— | $— | $22,714 | | Grewal | $18,522 | $— | $— | $18,522 | $475,000 | $— | $— | $37,044 | | Horton | $6,343 | $— | $— | $6,343 | $490,000 | $— | $— | $12,686 | | Wanninger | $14,607 | $— | $— | $14,607 | $500,000 | $— | $— | $29,213 | | Options(4) | | | | | | | | | | Banyard, Jr. | $213,312 | $213,312 | $213,312 | $213,312 | $213,312 | $213,312 | $213,312 | $213,312 | | Simon | $— | $— | $— | $— | $31,634 | $31,634 | $— | $31,634 | | Grewal | $— | $— | $— | $— | $28,767 | $28,767 | $— | $28,767 | | Horton | $— | $— | $— | $— | $— | $— | $— | $— | | Wanninger | $31,634 | $31,634 | $31,634 | $31,634 | $31,634 | $31,634 | $31,634 | $31,634 | | RSUs | | | | | | | | | | Banyard, Jr. | $2,989,123 | $2,989,123 | $2,989,123 | $2,989,123 | $8,244,605 | $6,470,853 | $2,989,123 | $8,244,605 | | Simon | $— | $— | $— | $— | $2,394,181 | $1,950,743 | $— | $2,394,181 | | Grewal | $— | $— | $— | $— | $1,445,603 | $1,153,337 | $— | $1,445,603 | | Horton | $— | $— | $— | $— | $1,264,294 | $1,002,266 | $— | $1,264,294 | | Wanninger | $444,073 | $444,073 | $444,073 | $444,073 | $1,332,826 | $1,131,258 | $444,073 | $1,332,826 | | Performance Share Awards | | | | | | | | | | Banyard, Jr. | $2,762,935 | $2,762,935 | $2,762,935 | $2,762,935 | $4,536,687 | $2,762,935 | $2,762,935 | $4,536,687 | | Simon | $— | $— | $— | $— | $1,115,995 | $672,557 | $— | $1,115,995 | | Grewal | $— | $— | $— | $— | $692,167 | $399,901 | $— | $692,167 | | Horton | $— | $— | $— | $— | $734,635 | $472,607 | $— | $734,635 | | Wanninger | $363,541 | $363,541 | $363,541 | $363,541 | $565,109 | $363,541 | $363,541 | $565,109 | | Total Potential Payments | | | | | | | | | | Banyard, Jr. | $11,809,850 | $5,965,370 | $5,965,370 | $11,809,850 | $15,260,603 | $10,683,099 | $7,201,370 | $21,143,323 | | Simon | $1,316,107 | $— | $— | $1,316,107 | $4,443,061 | $3,041,185 | $386,250 | $5,787,775 | | Grewal | $1,175,772 | $— | $— | $1,175,772 | $2,974,037 | $1,914,506 | $332,500 | $4,185,581 | | Horton | $1,199,593 | $— | $— | $1,199,593 | $2,831,929 | $1,817,873 | $343,000 | $4,055,116 | | Wanninger | $2,071,106 | $839,249 | $839,249 | $2,071,106 | $2,779,570 | $1,876,434 | $1,189,249 | $4,043,283 |

  157. CEO PAY RATIO

    CEO PAY RATIO We are providing the following information about the relationship of the annual total compensation of our associates and the annual total compensation of our Chief Executive Officer, R. David Banyard, Jr. We have identified our median associate, using our associate population on December 29, 2024, by use of a consistently applied compensation measure (“CACM”). We chose a CACM that closely approximates the annual total direct compensation of our non-contingent associates. Specifically, we identified the median associate by looking at annual base pay, bonus opportunity at target, and the grant date fair value for standard equity awards. We then identified the median paid associate and calculated total annual compensation in accordance with the requirements of the “Summary Compensation Table” above. In applying the CACM, we did not perform adjustments to the compensation paid to part-time associates to calculate what they would have been paid on a full-time basis, and we chose not to include one-time equity awards when choosing the median associate, since the grant of such awards is not a recurring event. As permitted under SEC rules, we excluded employees of Supreme Cabinetry Brands, which was acquired on July 11, 2024, from the CEO pay ratio calculation for fiscal year 2024. The employees of Supreme Cabinetry Brands will be included in the CEO pay ratio calculation in future years. For fiscal year 2024, the annual total compensation of our median associate was $50,777. Mr. Banyard’s annual total compensation for fiscal year 2024, as reported in the “Summary Compensation Table” above, was $6,521,598. The ratio of Mr. Banyard’s total compensation to the median associate’s total compensation was 128:1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, the estimated pay ratio reported above should not be used as a basis for comparison between companies.

  158. CEO PAY RATIO

    | MASTERBRAND • 2025 PROXY STATEMENT | 53 |

  159. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  160. Pay Versus Performance Table

    Pay Versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Principal Executive Officer (PEO), our other NEOs who are not the PEO, and certain financial performance measures of the Company. For further information concerning our compensation philosophy and how we align executive compensation with performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”

  161. Pay Versus Performance Table

    | Year (1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEOs (4) | Average Compensation Actually Paid for Non-PEO NEOs (5) | Value of $100 invested based on: | | Net Income($) (millions) (8) | Adjusted EBITDA*($) (millions) (9) | | | | | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,521,598 | 6,015,279 | 1,559,325 | 1,481,328 | 160.44 | 163.53 | 125.9 | 363.6 | | 2023 | 7,101,600 | 15,795,901 | 1,728,252 | 3,187,661 | 165.00 | 143.56 | 182.0 | 383.4 | | 2022 | 6,831,543 | 3,058,416 | 1,740,066 | 1,405,708 | 84.22 | 95.48 | 155.4 | 411.4 |

  162. Pay Versus Performance Table

    | (1) We are required to provide pay-versus-performance disclosure only for years that we have been a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act. |

  163. Pay Versus Performance Table

    | (2) The dollar amounts reported in column (b) are the amounts of total compensation reported for the PEO, Mr. Banyard (our Chief Executive Officer), in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Executive Compensation Tables — Summary Compensation Table.” |

  164. Pay Versus Performance Table

    | (3) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Banyard, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Banyard during the year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to Mr. Banyard’s total compensation for each year to determine the compensation actually paid as set forth in the Adjustments table below. |

  165. Pay Versus Performance Table

    | (4) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Banyard, our CEO) in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (excluding Mr. Banyard) included for purposes of calculating the average amounts for 2022 were Mses. Simon and Grewal and Messrs. Van Doren and Kendrick, and for 2023 and 2024 were Mses. Simon, Grewal and Horton, and Mr. Wanninger. |

  166. Pay Versus Performance Table

    | (5) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Banyard), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Banyard). In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Banyard) to determine the compensation actually paid as set forth in the Adjustments table below. |

  167. Pay Versus Performance Table

    | (6) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Because we went public during 2022, the “measurement point” for purposes of calculating 2022 TSR and peer group TSR began on the date of our registration under Section 12 of the Exchange Act, which date was December 14, 2022. |

  168. Pay Versus Performance Table

    | (7) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. For 2022, the peer group used for this purpose is the Company’s compensation peer group disclosed in our CD&A. Because we became a reporting company during 2022, the “measurement point” for purposes of calculating 2022 TSR and peer group TSR began on the date of our registration under Section 12 of the Exchange Act, which date was December 14, 2022. For 2023, the peer group used for this purpose was the S&P 600 Building Products Industry Index. We determined to switch peer groups to the S&P Building Products Industry Index since we utilize this index in the stock performance graph required by Item 201(e) of Regulation S-K in our Annual Report on Form 10-K, and we anticipate using the S&P 600 Building Products Industry Index in future years. The TSR for the Company’s compensation peer group used for 2022 was 95.48 and 159.00 in 2022 and 2023, respectively. |

  169. Pay Versus Performance Table

    | (8) The dollar amount reported represent the amount of net income reflected in the Company’s audited financial statements included in our Annual Report on Form 10-K for the fiscal years ended December 25, 2022, December 31, 2023, and December 29, 2024, respectively. |

  170. Pay Versus Performance Table

    | 54 | MASTERBRAND • 2025 PROXY STATEMENT |

  171. Pay Versus Performance Table

    | (9) The dollar amount reported represents the amount of Adjusted EBITDA*, which is calculated by removing the impact of non-operational results and special items from EBITDA* (earnings before interest, taxes, depreciation and amortization). While the Company uses various financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA* is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs to Company performance. Adjusted EBITDA* is considered representative of our core operations and used in the management of our business, including decisions concerning the allocation of resources and assessment of performance. |

  172. ADJUSTMENTS

    | | Summary Compensation Table Total (a) | (Minus) Grant Date Fair Value of Stock Options and Stock Awards Granted in Fiscal Year ($) (b) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Options and Stock Awards Granted in Fiscal Year ($) (c) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Years ($) (d) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Options and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($) (e) | Plus Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date ($) (f) | Equals Compensation Actually Paid | | PEO | | | | | | | | | 2024 | 6,521,598 | (4,399,986) | 3,547,504 | (306,690) | 652,854 | — | 6,015,279 | | 2023 | 7,101,600 | (3,799,993) | 5,682,768 | 6,557,065 | 146,442 | 108,018 | 15,795,901 | | 2022 | 6,831,543 | (5,375,248) | 5,132,043 | (2,716,424) | (861,137) | 47,641 | 3,058,416 | | Other NEOs (Average) | | | | | | | | | 2024 | 1,559,325 | (743,749) | 599,650 | (55,528) | 121,629 | — | 1,481,328 | | 2023 | 1,728,252 | (656,249) | 981,399 | 1,123,669 | 4,234 | 6,354 | 3,187,661 | | 2022 | 1,740,066 | (1,124,898) | 1,076,873 | (253,924) | (35,855) | 3,446 | 1,405,708 |

  173. DESCRIPTION OF PAY VERSUS PERFORMANCE

    DESCRIPTION OF PAY VERSUS PERFORMANCE We became a standalone public company on December 14, 2022 following our Separation from Fortune Brands. The charts above reflect three years of compensation and performance data as a standalone public company. While the table does not reflect historical data to obtain a trend, we believe the “Compensation Actually Paid” in 2023 and 2024 reflect our pay-for-performance culture, given the alignment of compensation with Adjusted EBITDA*, Free Cash Flow* and stock price. As described in the CD&A, a significant portion of annual target compensation awarded to NEOs is compensation at risk because it depends on the Company’s performance against pre-established performance goals under our Annual Incentive Plan, such as Diluted Earnings per Share, Free Cash Flow as a percent of Net Sales*, Adjusted EBITDA* and Adjusted Return on Invested Capital * , as well as stock price performance. The amounts reflected as “Compensation Actually Paid” represent a new required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, primarily regarding equity valuation. This calculation methodology also differs from how the Compensation Committee views annual compensation decisions, particularly as we are now a standalone company. A component of the equity valuation relates to the conversion of the Performance Share Awards, as described in our CD&A, which was based on Fortune Brands’ past and expected performance. The equity grant valuations for awards granted prior to the Separation are also based on actuarial calculations of our stock price before we became a publicly traded company and do not reflect actual stock price performance. The charts below reflect the relationship between each of the financial measures and the compensation actually paid.

  174. DESCRIPTION OF PAY VERSUS PERFORMANCE

    | * Free Cash Flow as a percent of Net Sales, Adjusted EBITDA and Return on Invested Capital are non-GAAP financial measures. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to the most directly comparable GAAP measures. |

  175. DESCRIPTION OF PAY VERSUS PERFORMANCE

    | 56 | MASTERBRAND • 2025 PROXY STATEMENT |