DEF 14A of Fortune Brands Innovations, Inc., Mar 30, 2026

DEF 14A of Fortune Brands Innovations, Inc.

Filed Mar 30, 2026 · FY20250001193125-26-132105

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | 2026 Director Nominees | | | | | | | Name and Principal Occupation | Age | Director Since | Independent | Board Committees | Other Public Company Boards | | Brendan M. Foley Chairman, President and Chief Executive Officer McCormick & Company Incorporated | 60 | 2025 | | Compensation Nominating and Governance | 1 | | A. D. David Mackay Former President & Chief Executive Officer Kellogg Company | 70 | 2011 | | Compensation (Chair) Executive Nominating and Governance | 1 | | Stephanie L. Pugliese President and Chief Executive Officer Duluth Holdings Inc. | 55 | 2023 | | Audit Compensation Nominating and Governance | 1 |

  3. Board of Directors

    | BOARD COMPOSITION (as of the date of this filing) | | | | | Since 2020 | | | | | +7 | -6 | 100% | 63 years | | Members Added | Members Retired | Independent | Average Age |

  4. Board of Directors

    | Tenure | Demographics | | | |

  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. Underpinned by our pay-for-performance philosophy, our executive compensation program delivers compensation to our named executive officers ("NEOs") that is strongly linked to Company financial, strategic and operational performance. | |

  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 (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 stock price performance. Vests over three years in equal annual installments based on continued service. |

  7. Compensation Program Highlights

    The pie charts above show each element of 2025 annual target compensation, including the mix of short-term and long-term incentives, the amount of variable pay at risk and the amount of performance-based compensation, for the CEO and other NEOs (on average). For purposes of the pie chart, "Other NEOs" excludes Cheri Phyfer, who did not receive an annual equity award due to the elimination of her position in 2025, and equity awards made to executives in connection with role changes or hiring. vi Proposal 1 – Election of Directors

  8. Election of Directors

    Election of Directors As of the date of this filing, the Board consists of nine members and is divided into three classes, each having three-year terms that expire in successive years. Mr. Foley was appointed by the Board to serve as a Class III director effective July 1, 2025 and Mr. Garden was appointed by the Board to serve as a Class I director effective March 16, 2026. The term of each currently serving Class III director expires at the Annual Meeting. Due to Mr. Fink's previously announced departure from the Company and the Board, the size of the Board was reduced from 10 to 9 members. The Board has nominated each of the three remaining and currently serving Class III directors (Brendan M. Foley, A. D. David Mackay and Stephanie L. Pugliese) for a new term of three years expiring at the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Although Mr. Mackay has been nominated to serve for a three-year term expiring at the 2029 Annual Meeting of Shareholders, he has informed the Company that he intends to retire from the Board of Directors prior to the 2027 Annual Meeting of Shareholders. 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 III) and the current Class I and Class II 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. Ms. Chande, with her consent, was reclassified as a Class II director with a term expiring at the 2028 annual meeting of stockholders. Each director’s individual qualifications and experiences that contribute to the Board’s effectiveness as a whole are also described in the following paragraphs.

  9. 2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

    2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

  10. 2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

    | | Skills & Qualifications Mr. Foley is an experienced consumer packaged goods executive with extensive strategic, operational and consumer marketing leadership experience from large, complex multi-national organizations including McCormick & Company, Incorporated, H.J. Heinz, and General Mills, Inc. Prior to joining McCormick & Company in 2014, he held increasing levels of leadership and responsibility in various marketing, brand strategy and general business management roles. His experience is particularly valuable as Fortune Brands has evolved into a brand, innovation and channel leader. His current role as Chairman, President and Chief Executive Officer of McCormick & Company Incorporated provides our Board with the perspective of a public company leader who faces similar market challenges. Biography Chairman of McCormick & Company, Incorporated, a global leader in flavor, since January 2025 and President and Chief Executive Officer from September 2023 to present; Chief Operating Officer and President from June 2022 to August 2023 and President, Global Consumer, Americas & Asia of McCormick & Company, Incorporated from 2020 to June 2022. |

  11. 2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

    | | Skills & Qualifications Mr. Mackay has extensive strategic leadership and international operations experience leading The Kellogg Company from 2006 until his retirement in 2011. 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 Board experience serving on the Board of The Clorox Company, coupled with his prior experience serving as non-executive Chairman of Beam, Inc. and prior executive leadership roles, provides him with expertise in board operations, executive compensation and succession planning. Biography Retired since January 2011; President and Chief Executive Officer of Kellogg Company, a multinational food manufacturing company, prior thereto. |

  12. 2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

    | | Skills & Qualifications Ms. Pugliese's leadership as President and Chief Executive Officer of Duluth Holdings Inc., along with her extensive experience in building brands and driving innovation through retail, digital and e-commerce businesses, brings the perspective of an experienced commercial, operational and strategic leader to our Board. Her experience is particularly valuable as Fortune Brands has evolved into a brand, innovation and channel leader. She joined Duluth in 2008 and took on roles of increasing responsibility, serving as Chief Executive Officer of Duluth Holdings, Inc., from 2015 to 2019 during which time she led the company through its initial public offering. From 2019 through 2023, she served as President of Americas at Under Armour, Inc., a global sportswear brand. She returned to Duluth in May of 2025 to lead the brand and business through a new transformation. She currently serves on the boards of Duluth Holdings and Cooper's Hawk Winery and Restaurants. She previously served on the boards of American Eagle Outfitters, Inc. (2024-2025) and Duluth Holdings, Inc. (2015-2019). Biography President and Chief Executive Officer of Duluth Holdings Inc., U.S. retailer of casual wear, workwear, and accessories, since May 2025. President, Americas of Under Armour, Inc., a global sportswear brand, prior thereto. |

  13. 2026 NOMINEES FOR ELECTION – CLASS III DIRECTORS – TERM EXPIRING 2029

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

  14. CLASS I DIRECTORS – TERM EXPIRING 2027

    CLASS I DIRECTORS – TERM EXPIRING 2027

  15. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Ms. Hackett has extensive experience in the fields of strategy and human capital consulting, providing advice to boards of directors and senior management teams in areas of corporate and business strategy development, change management, risk management and talent management. 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. Biography Retired since January 2020. Strategy Consulting Partner and Co-founder of Personal Pathways, LLC, a company providing a web-based enterprise collaboration platform, prior thereto. |

  16. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Mr. Garden has significant public company board experience, extensive investment and financial expertise, as well as a strong track record of enhancing value for shareholders. He is the Founding Partner and CEO of Garden Investments. From 2005-2023, he served as Chief Investment Officer and Founding Partner of Trian Fund Management. Prior to founding Trian, Mr. Garden was Vice Chairman and Director of Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group). Earlier in his career Mr. Garden was a Managing Director of Credit Suisse First Boston, where he served as a senior investment banker and BT Alex Brown, where he was co-head of Equity Capital Markets. Mr. Garden currently serves on the Board of Directors of General Electric and The Middleby Corporation. His previous Board experience includes Bank of New York Mellon, Family Dollar Stores, Invesco, Janus Henderson Group, Legg Mason, Pentair, and The Wendy’s Company. Biography Founding Partner and CEO of Garden Investments since 2023. Chief Investment Officer and Founding Partner of Trian Fund Management from 2005 to 2023. Vice Chairman and Director of Triarc Companies prior thereto. |

  17. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Mr. Perry has extensive experience as a strategic, operational and business 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, a registered investment company. He also serves as Chair of Babson College Board of Trustees and Chair of the Chicago chapter 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, prior to his retirement in 2020. |

  18. CLASS I DIRECTORS – TERM EXPIRING 2027

    | CLASS II DIRECTORS – TERM EXPIRING 2028 | | | | 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 began her career as a consultant with McKinsey and Company. 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, prior thereto. |

  19. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | Skills & Qualifications Mr. Finan retired from The Coca-Cola Company in 2018. During his 36-year tenure with the company, he served as Chief Executive Officer of Coca-Cola HBC, where he managed the merger integration of Coca-Cola Beverages PLC and Hellenic Bottling SA and as President, Bottling Investments and Supply Chain, and Executive Vice President of The Coca-Cola Company. His extensive operations and strategy experience with The Coca-Cola Company and its worldwide bottling operations brings the perspective of a leader with significant international, executive, financial and operational experience in the 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 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, prior thereto. |

  20. CLASS I DIRECTORS – TERM EXPIRING 2027

    | | 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. 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, Vice Chair and Senior Independent Director of Unilever plc, and non-executive director of 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 (and as a board member from 2011-2019) and on the Boards of BHP Group plc and BHP Limited (from 2019-2021). Her extensive history serving in board and committee leadership positions 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. |

  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

    | 2025 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 | $143,404 | $160,000 | n/a | n/a | n/a | $6,348 | $309,752 | | Amee Chande | $120,000 | $160,000 | n/a | n/a | n/a | $4,964 | $284,964 | | Irial Finan | $120,000 | $160,000 | n/a | n/a | n/a | $6,334 | $286,334 | | Brendan Foley | $60,000 | $133,333 | n/a | n/a | n/a | $1,168 | $194,501 | | Ann F. Hackett | $120,000 | $160,000 | n/a | n/a | n/a | $6,337 | $286,337 | | Susan S. Kilsby | $343,404 | $160,000 | n/a | n/a | n/a | $6,348 | $509,752 | | A.D. David Mackay | $143,404 | $160,000 | n/a | n/a | n/a | $6,348 | $309,752 | | Jeffery S. Perry | $120,000 | $160,000 | n/a | n/a | n/a | $9,334 | $289,334 | | Stephanie L. Pugliese | $120,000 | $160,000 | n/a | n/a | n/a | $6,334 | $286,334 |

  24. 2025 Executive Compensation Highlights

    | Our executive compensation program is designed to reward NEOs for the achievement of both short-term and long-term financial, strategic and operational goals that support long-term shareholder value creation. The charts below summarize the metrics, targets and results achieved under the 2025 Annual Incentive Plan and the 2023-2025 PSAs: | | | | | | | Annual Incentive Plan** | | | | | | | PERFORMANCE METRIC | 2024 RESULT | 2025 TARGET | 2025 TARGET | 2025 RESULT | 2025 PAYOUT % | | Earnings per Share (“EPS”)(1) | $4.14 | | $4.30 | $3.63 | 14% | | Operating Income Margin Percent (“OIMP”) | 16.9% | | 17.4% | 15.8% | | | Working Capital Efficiency (“WCE”) | 21.5% | | 21.3% | 23.1% | | | (1) EPS actual performance was adjusted to exclude the effect of foreign exchange currency fluctuations. | | | | | |

  25. 2025 Executive Compensation Highlights

    | 2023-2025 PSAs** | | | | | PERFORMANCE METRIC | TARGET | RESULT | PAYOUT % | | EBITDA Margin Percent | 20.0% | 20.03% | 89.8% | | Return on Invested Capital (“ROIC”) | 13.7% | 12.2% | |

  26. 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: | |

  27. 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 |

  28. 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 | Performance-based equity compensation dependent on performance against two key long-term financial goals: EBITDA dollars (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. Beginning with the 2025-2027 performance cycle, EBITDA Margin Percent was replaced with EBITDA dollars to reflect our focus on long-term 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 | 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. | | | | | | |

  29. Our Executive Compensation Program

    The “Other NEOs” shown in the chart above and all references to “Other NEOs” pay at risk percentages shown throughout the CD&A exclude one-time equity awards made in connection with a change in position or hiring. In addition, Ms. Phyfer is excluded as she did not receive an annual equity award due to the elimination of her role in January 2025.

  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 | market risks and external macroeconomic factors for the relevant performance period |

  33. Compensation Peer Group and Market Data

    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 that generally fell within a revenue range of 0.5 to 2.5 times the Company and market capitalization range 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 the Peer Group used to make 2024 compensation decisions, the Compensation Committee determined that no changes would be made to the Peer Group for use when making 2025 compensation decisions. The Peer Group used in connection with 2025 compensation decisions was:

  34. Compensation Peer Group and Market Data

    | Peer Group | | | 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 | Somnigroup International Inc. | | Leggett & Platt, Incorporated | Stanley Black & Decker, 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. Compensation Peer Group and Market Data

    The Compensation Committee also considers 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. Bonus Salary

    Bonus Salary

  37. 2024 to 2025 Increases

    | Summary of 2025 NEO Annual Total Target Compensation | | | | | | | Named Executive Officer (1) | 2025 Annual Base Salary (2) | 2025 Annual Incentive Target Value | 2025 Long- Term Incentive Award Target Value (3) | 2025 Total Target Compensation | % Increase From 2024 Total Target Compensation | | Nicholas I. Fink | $1,275,000 | $1,785,000 | $8,500,000 | $11,560,000 | 0% | | Jonathan Baksht | $800,000 | $680,000 | $2,000,000 | $3,480,000 | N/A | | John D. Lee | $615,000 | $461,250 | $1,100,000 | $2,176,250 | 6% | | Hiranda S. Donoghue | $575,000 | $431,250 | $1,075,000 | $2,081,250 | 2% | | Kristin E. Papesh | $500,000 | $350,000 | $900,000 | $1,750,000 | 12% | | David V. Barry | $670,000 | $569,500 | $1,600,000 | $2,839,500 | 2% |

  38. 2024 to 2025 Increases

    (1) Excluded from this table is Ms. Phyfer who ceased to serve as an executive officer of the Company in January 2025. (2) The amounts listed in this column reflect annual base salary in effect as of December 27, 2025. (3) 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 12 to the consolidated financial statement contained in the Company’s Annual Report on Form 10-K for the year ended December 27, 2025 (the “Form 10-K”).

  39. Bonus Opportunity

    Bonus Opportunity 0%

  40. Bonus Opportunity

    | Named Executive Officer | December 27, 2025 | % Increase | | Nicholas I. Fink | $1,275,000 | 0% | | Jonathan Baksht | $800,000 | N/A | | John D. Lee | $615,000 | 12% | | Hiranda S. Donoghue | $575,000 | 5% | | Kristin E. Papesh | $500,000 | 5% | | David V. Barry | $670,000 | 4% |

  41. 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). The Compensation Committee did not award any year-over-year increases to the target bonus opportunity for the CEO or any other NEO. In connection with his hiring, the Compensation Committee set a target annual bonus opportunity of 85% for Mr. Baksht, which was determined based on market data for the role and his prior experience as a public company chief financial officer. The target annual bonus opportunities for each of the NEOs in 2025, reflected as a percentage of base salary, were:

  42. Annual Incentive Award

    | Named Executive Officer | Target Bonus Opportunity as a Percentage of Base Salary 2025 | | Nicholas I. Fink | 140% | | Jonathan Baksht | 85% | | John D. Lee | 75% | | Hiranda S. Donoghue | 75% | | Kristin E. Papesh | 70% | | David V. Barry | 85% |

  43. 2025 Annual Cash Incentive Plan Financial Metrics and Goals

    2025 Annual Cash Incentive Plan Financial Metrics and Goals The 2025 annual incentive plan award was based on the following financial metrics, weighted as follows:

  44. 2025 Annual Cash Incentive Plan Financial Metrics and Goals

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

  45. 2025 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 growth illustrates the ability of management to consistently generate profitable growth. | EPS growth reflects our ability to drive net sales growth, enhance operational efficiency and allocate capital effectively to increase shareholder value. Rewarding this measure aligns NEO goals with shareholders’ interests and encourages long-term growth. | | OIMP | Operating Income Margin Percent is a direct measure of financial and operational health and reflects how efficiently a company turns sales into sustainable profit. | Strong margins are indicators of financial health, drive cash flow and provide optionality during adverse market conditions. 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. | 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. |

  46. 2025 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 2025, EPS before charges/gains was adjusted to exclude the effect of foreign currency exchange fluctuations. The Compensation Committee set performance goals for the 2025 annual incentive plan based on the Company's annual operating plan and 2025 expected market growth rate in the market for our products. Our 2025 annual incentive performance EPS, OIMP and WCE targets were set at levels that exceeded our actual 2024 performance reflecting our commitment to rewarding continued improvement. 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. Our 2025 EPS performance exceeded our threshold goal but fell short of our target goal, while our 2025 OIMP and WCE performance both fell below threshold levels, resulting in a below target payout. 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 2025 annual cash incentive award, as well as the Company's actual performance and payout achievement:

  47. 2025 Annual Cash Incentive Plan Financial Metrics and Goals

    | Performance Metric | Metric Weight | Threshold Performance (0%) | Target Performance (100%) | Maximum Performance (200%) | Actual Performance | Actual Payout | | EPS (1) | 60% | $3.56 | $4.30 | $5.04 | $3.63 | | | OIMP | 20% | 16.5% | 17.4% | 18.2% | 15.8% | 14.0% | | WCE | 20% | 23.6% | 21.3% | 19.3% | 23.1% | |

  48. 2025 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.

  49. Annual Cash Incentive Plan Formula and 2025 Payout

    Annual Cash Incentive Plan Formula and 2025 Payout To calculate a potential award amount, the target percentage of salary for each NEO is multiplied by a formula based on performance.

  50. Annual Cash Incentive Plan Formula and 2025 Payout

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

  51. Annual Cash Incentive Plan Formula and 2025 Payout

    The following table sets forth the target bonus amount and the amount actually paid to each NEO under the 2025 annual cash incentive plan awards:

  52. Annual Cash Incentive Plan Formula and 2025 Payout

    | Named Executive Officer | Base Salary for the Year Ended December 27, 2025 | Target Annual Incentive Percentage (as a % of base salary) | Actual Achievement (% of target) | Annual Incentive Payout $ | | Nicholas I. Fink | $1,275,000 | 140% | 14.0% | $249,900 | | Jonathan Baksht(1) | $800,000 | 85% | 14.0% | $62,861 | | John D. Lee | $615,000 | 75% | 14.0% | $64,575 | | Hiranda S. Donoghue | $575,000 | 75% | 14.0% | $60,375 | | Kristin E. Papesh | $500,000 | 70% | 14.0% | $49,000 | | David V. Barry(2) | $670,000 | 85% | | $100,517 | | Fortune Brands | | | 14.0% | | | Security | | | 21.3% | |

  53. Annual Cash Incentive Plan Formula and 2025 Payout

    (1) The annual incentive payout was pro-rated for Mr. Baksht from his date of hire in May 2025. (2) As Mr. Barry served as the Company's Chief Financial Officer until May 2025, the Compensation Committee determined that 80% of his annual incentive award would be based on the Fortune Brands enterprise-wide metrics and 20% on the Security business unit metrics. The Security business unit metrics included Net Sales Growth versus Market (weighted 10%), Security OIMP (weighted 5%) and Security WCE (weighted 5%). Each goal was established based on the operating plan for the Security business unit and were designed to be challenging, requiring performance to outperform the market at target, yet be achievable with strong performance.

  54. 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 NEOs 2025 annual equity award 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, with the goal of delivering a significant percentage of the NEO’s total direct compensation in the form of long-term equity compensation to link executive compensation to long-term growth and shareholder value creation. As a result, 74% of CEO total direct compensation and 55% 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 growth, ultimately benefiting shareholders and enhancing the Company's overall value. The Compensation Committee did not award any year-over-year increases to long-term incentive award values for the CEO or for any of our other NEOs, other than Ms. Papesh, and excluding equity awards granted in connection with a change in role. Ms. Papesh, who was not an NEO during 2024, was awarded an increase in her 2025 long-term incentive award value by 20% in comparison to her 2024 award. The Compensation Committee made this increase Ms. Papesh's long-term incentive award value to bring her long-term compensation more in-line with the median for her role and in recognition for her strong performance in leading the Company's headquarters relocation efforts. In connection with his hiring, Mr. Baksht's 2025 long-term incentive award value based on market data for the role and his prior experience as a public company chief financial officer. 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 2025 for each NEO:

  55. Long-Term Equity Awards

    | Named Executive Officer | 2025 Target Long-Term Equity Award Value | | Nicholas I. Fink | $8,500,000 | | Jonathan Baksht | $2,000,000 | | John D. Lee | $1,100,000 | | Hiranda S. Donoghue | $1,075,000 |

  56. Long-Term Equity Awards

    | Kristin E. Papesh | $900,000 | | David V. Barry | $1,600,000 |

  57. Long-Term Equity Awards

    Awards Made in Connection with a New Role: During 2025, Mr. Barry transitioned from the role of the Company's Chief Financial Officer to a newly-created business unit leader role as President, Security and Connected Products. This new role was established to prioritize the growth of our digital business. To incentivize his long-term performance and retention in this newly created business unit role, the Compensation Committee awarded Mr. Barry additional long-term equity awards, with an aggregate grant value of $500,000, consisting of 50% PSAs, 25% RSUs and 25% stock options. The RSUs and stock options are subject to vesting in three annual installments provided that Mr. Barry remains employed through each applicable vesting date. The PSAs will vest on the third anniversary of the grant date provided that Mr. Barry remains employed through such date and are subject to the same performance goals utilized for all 2025-2027 PSAs awarded. In connection with Mr. Baksht’s appointment to the position of Executive Vice President and Chief Financial Officer, Mr. Baksht was granted a sign-on restricted stock unit award with a grant date value of $750,000, which award is subject to vesting in three annual installments, provided that Mr. Baksht remains employed through each applicable vesting date. This award was intended to make Mr. Baksht whole for the loss of equity incurred upon leaving his prior employer. 2025-2027 Performance Share Award Grant: The most significant portion (50%) of the NEOs' long-term equity is granted in the form of performance share awards. Performance share awards 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 2025 were awarded to be settled in Company Stock based on the following three-year cumulative performance metrics.

  58. Long-Term Equity Awards

    | Performance Measure | Why We Use the Measure | How this Measure Drives Our Strategy | | EBITDA | Highlights our ability to generate cash flow from the company's core operations, independent of financing and accounting decisions. EBITDA shows how well the Company is managing expenses and scaling operations over time through actions like pricing, continue improvement and investment decisions. | Since EBITDA excludes interest, taxes, depreciation, and amortization, it highlights the profitability of the core business model. EBITDA can be used to evaluate whether strategic initiatives are improving the underlying operations. | | ROIC | Indicates how effectively management is managing the capital that shareholders and debt holders have invested. Utilizing a 3-yr average, incentivizes leadership to balance delivering short-term | ROIC measures how effectively management turns its invested capital into profits, directly linking strategic decisions to value creation. Allows the Company to determine whether its |

  59. 2023-2025 PSA Payout

    2023-2025 PSA Payout 89.8%

  60. 2023-2025 PSA Payout

    | results with investment decisions that create long-term financial value. | strategy is generating returns above its cost of capital. |

  61. 2023-2025 PSA Payout

    The Compensation Committee selected EBITDA and ROIC as the performance measures applicable to the 2025 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. The change from EBITDA Margin Percent (utilized in 2023 and 2024 performance cycles) to EBITDA was made to reflect the Company's shift from our strategy of focusing on margin improvement to a focus on long-term growth. 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. 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.

  62. 2023-2025 PSA Payout

    | 2023-2025 Performance Share Awards Payout: In 2023, the Compensation Committee awarded NEOs with PSAs to be settled in early 2026 if the Company achieved certain EBITDA Margin Percentage (weighted 75%) and ROIC (weighted 25%) goals during the cumulative performance period from January 1, 2023 through December 31, 2025. The 2023-2025 PSAs had a 300% maximum payout opportunity designed to incentivize performance during an immense multi-year transformation and reward performance only if the Company's revenue growth exceeded that of the |

  63. 2023-2025 PSA Payout

    Company peers over the performance period. Our overall three-year performance during 2023-2025 fell short of our target performance goals, resulting in a payout level of 89.8% of target. The threshold, target and maximum goals and the Company’s actual results were as follows:

  64. 2023-2025 PSA Payout

    | 2023-2025 PSA Target EBITDA Margin Percentage and ROIC Goal and Results | | | | | | | | Performance Metric | Metric Weight | Threshold Performance (0%) | Target Performance (100%) | Maximum Performance (200%) | Actual Performance | Actual Payout | | EBITDA Margin Percentage(1) | 75% | 19.0% | 20.0% | 20.5% | 20.03% | 89.8% | | ROIC | 25% | 11.8% | 13.7% | 15.7% | 12.2% | |

  65. 2023-2025 PSA Payout

    (1) See Use of Non-GAAP Financial Information in Connection with Incentive Compensation” included in Appendix A for a description of all adjustments. Based on the achievement of these results, the NEOs vested in the following number of shares of Company stock pursuant to the terms of the 2023-2025 PSAs:

  66. 2023-2025 PSA Payout

    | Named Executive Officer | PSAs | | Nicholas I. Fink | 58,321 | | John D. Lee | 6,378 | | Hiranda S. Donoghue | 7,289 | | Kristin E. Papesh | 1,838 | | David V. Barry | 9,842 |

  67. 2023-2025 PSA Payout

    Inflight Performance Share Awards: As of December 27, 2025, two PSA cycles were outstanding. The 2024-2026 performance cycle utilized three-year cumulative EBITDA Margin Percent (weighted 75%) and ROIC (weighted 25%). The 2025-2027 performance cycle utilized three-year cumulative EBITDA (weighted 75%) and ROIC (weighted 25%). Both inflight PSA performance cycles utilized our standard 200% maximum payout opportunity. At the conclusion of these outstanding performance cycles, the Company will disclose additional details about the targets and payout calculations.

  68. 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. In connection with the elimination of her position from the Company, Ms. Phyfer became eligible to receive severance benefits pursuant to the terms of her Severance Agreement. Mr. Baksht also became eligible to receive severance benefits pursuant to the terms of his Severance Agreement upon his departure from the Company. 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 “2025 Potential Payments Upon Termination or Change in Control” table on page 61 below for further details regarding the Severance Agreements.

  69. Former Group President Compensation Arrangements

    Former Group President Compensation Arrangements As noted above, in January 2025, Ms. Phyfer’s position as Group President was eliminated and she continued to serve as an advisor until her separation from the Company in July 2025. During her service in 2025, Mr. Phyfer continued to receive her base salary, at the same rate that was in effect in 2024 ($795,000) and she remained eligible to receive a pro-rated annual incentive award, based on her target opportunity of 95% of base salary (the same rate applicable to 2024) and pro-rated for her service during 2025. Ms. Phyfer did not receive an equity award with respect to 2025. In connection with her position elimination, Ms. Phyfer became entitled to severance pursuant to the terms of her Severance Agreement and the Company extended her post-termination exercise period for her outstanding options until July 1, 2026.

  70. Compensation Committee Report

    | 2025 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 | 2025 | 1,275,000 | 0 | 6,375,002 | 2,124,998 | 249,900 | 0 | 451,645 | 10,476,545 | | Chief Executive Officer | 2024 | 1,269,808 | 0 | 6,375,013 | 2,124,996 | 1,658,265 | 0 | 384,047 | 11,812,129 | | | 2023 | 1,239,423 | 0 | 6,000,036 | 1,999,996 | 1,972,750 | 0 | 275,234 | 11,487,439 | | Jonathan Baksht | 2025 | 492,308 | 0 | 2,249,973 | 500,007 | 62,861 | 0 | 41,865 | 3,347,014 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | John D. Lee | 2025 | 586,327 | 0 | 825,025 | 274,993 | 64,575 | 0 | 116,936 | 1,867,856 | | Executive Vice President, Chief Digital and Innovation Officer | 2024 | 544,808 | 0 | 824,973 | 274,992 | 383,213 | 0 | 110,101 | 2,138,087 | | Hiranda S. Donoghue | 2025 | 569,712 | 0 | 806,259 | 268,757 | 60,375 | 0 | 114,900 | 1,820,003 | | Executive Vice President, Chief Legal Officer & Secretary | 2024 | 544,808 | 0 | 806,262 | 268,747 | 383,213 | 0 | 105,551 | 2,108,581 | | | 2023 | 519,712 | 0 | 749,982 | 250,002 | 478,013 | 0 | 78,996 | 2,076,705 | | Kristin E. Papesh | 2025 | 494,712 | 0 | 675,021 | 224,992 | 49,000 | 0 | 93,082 | 1,536,807 | | Executive Vice President and Chief Human Resources Officer | | | | | | | | | | | David V. Barry | 2025 | 664,712 | 0 | 1,574,984 | 524,997 | 100,517 | 0 | 139,141 | 3,004,351 | | Former Chief Financial Officer, President, Security and Connected Products | 2024 | 639,808 | 0 | 1,199,997 | 399,998 | 509,324 | 0 | 116,048 | 2,865,175 | | | 2023 | 586,769 | 0 | 1,012,539 | 337,498 | 518,734 | 0 | 80,956 | 2,536,496 | | Cheri M. Phyfer | 2025 | 434,192 | 0 | 0 | 355,042 | 52,719 | 0 | 801,247 | 1,643,200 | | Former Executive Vice President, Group President | 2024 | 788,770 | 0 | 1,792,488 | 597,489 | 701,627 | 0 | 156,278 | 4,036,652 | | | 2023 | 756,539 | 0 | 1,668,719 | 556,247 | 882,275 | 0 | 109,604 | 3,973,384 |

  71. (a)

    | 2025 GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Value of Stock and Option | | Name and Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#) | Awards ($/Sh) | Awards ($)(1) | | Nicholas I. Fink | | | | | | | | | | | | (2) | $0 | $1,785,000 | $3,570,000 | | | | | | | | | 2/24/25(3) | | | | | | | | 97,791 | $64.80 | $2,124,998 | | 2/24/25(4) | | | | | | | 32,497 | | | $2,124,979 | | 2/24/25(5) | | | | 0 | 64,995 | 129,990 | | | | $4,250,023 | | Jonathan Baksht(6) | | | | | | | | | | | | (2) | $0 | $449,004 | $898,008 | | | | | | | | | 5/15/25(3) | | | | | | | | 27,579 | $54.66 | $500,007 | | 5/15/25(4) | | | | | | | 9,190 | | | $499,982 | | 5/15/25(5) | | | | 0 | 18,381 | 36,762 | | | | $1,000,018 | | 5/15/25(3) | | | | | | | 13,785 | | | $749,973 | | John D. Lee | | | | | | | | | | | | (2) | $0 | $461,250 | $922,500 | | | | | | | | | 2/24/25(3) | | | | | | | | 12,655 | $64.80 | $274,993 | | 2/24/25(4) | | | | | | | 4,206 | | | $275,030 | | 2/24/25(5) | | | | 0 | 8,411 | 16,822 | | | | $549,995 | | Hiranda S. Donoghue | | | | | | | | | | | | (2) | $0 | $431,250 | $862,500 | | | | | | | | | 2/24/25(3) | | | | | | | | 12,368 | $64.80 | $268,757 | | 2/24/25(4) | | | | | | | 4,110 | | | $268,753 | | 2/24/25(5) | | | | 0 | 8,220 | 16,440 | | | | $537,506 | | Kristin E. Papesh | | | | | | | | | | | | (2) | $0 | $350,000 | $700,000 | | | | | | | | | 2/24/25(3) | | | | | | | | 10,354 | $64.80 | $224,992 | | 2/24/25(4) | | | | | | | 3,441 | | | $225,007 | | 2/24/25(5) | | | | 0 | 6,882 | 13,764 | | | | $450,014 | | David V. Barry | | | | | | | | | | | | (2) | $0 | $569,500 | $1,139,000 | | | | | | | | | 2/24/25(3) | | | | | | | | 18,408 | $64.80 | $400,006 | | 2/24/25(4) | | | | | | | 6,117 | | | $399,991 | | 2/24/25(5) | | | | 0 | 12,234 | 24,468 | | | | $799,981 | | 2/24/25(3) | | | | | | | | 5,752 | $64.80 | $124,991 | | 2/24/25(4) | | | | | | | 1,912 | | | $125,026 | | 2/24/25(5) | | | | 0 | 3,823 | 7,646 | | | | $249,986 | | Cheri M. Phyfer | | | | | | | | | | | | (2) | $0 | $376,568 | $753,135 | | | | | | | | | 1/21/25(7) | | | | | | | | 99,731 | | $355,042 |

  72. (a)

    | OUTSTANDING EQUITY AWARDS AT 2025 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 | 97,791 | | $64.80 | 2/24/35 | 60,964 | $3,131,721 | 117,918 | $6,057,448 | | | 27,107 | 54,217 | | $79.83 | 2/26/34 | | | | | | | 65,358 | 32,681 | | $60.80 | 3/6/33 | | | | | | | 78,184 | 0 | | $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 | | | | | | Jonathan Baksht | 0 | 27,579 | | $54.66 | 5/15/35 | 22,975 | $1,180,226 | 18,381 | $944,232 | | John D. Lee | 0 | 12,655 | | $64.80 | 2/24/35 | 8,260 | $424,316 | 15,260 | $783,906 | | | 3,507 | 7,017 | | $79.83 | 2/26/34 | | | | | | | 7,148 | 3,575 | | $60.80 | 3/6/33 | | | | | | | 7,764 | 0 | | $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 | 12,368 | | $64.80 | 2/24/35 | 7,696 | $395,344 | 14,913 | $766,081 | | | 3,428 | 6,857 | | $79.83 | 2/26/34 | | | | | | | 8,169 | 4,086 | | $60.80 | 3/6/33 | | | | | | | 9,841 | 0 | | $76.60 | 2/28/32 | | | | | | Kristin E. Papesh | 0 | 10,354 | | $64.80 | 2/24/35 | 5,681 | $291,833 | 11,552 | $593,426 | | | 2,391 | 4,785 | | $79.83 | 2/26/34 | | | | | | David V. Barry | 0 | 24,160 | | $64.80 | 2/24/35 | 13,177 | $676,902 | 26,019 | $1,336,596 | | | 5,102 | 10,206 | | $79.83 | 2/26/34 | | | | | | | 11,029 | 5,515 | | $60.80 | 3/6/33 | | | | | | | 9,394 | 0 | | $53.38 | 6/29/32 | | | | | | | 4,373 | 0 | | $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 | 7,621 | 0 | | $79.83 | 7/1/26 | 0 | $0 | 0 | $0 | | | 18,177 | 0 | | $60.80 | 7/1/26 | | | | | | | 18,589 | 0 | | $76.60 | 7/1/26 | | | | | | | 18,197 | 0 | | $76.63 | 7/1/26 | | | | | | | 9,913 | 0 | | $73.22 | 7/1/26 | | | | | | | 27,234 | 0 | | $61.12 | 7/1/26 | | | | |

  73. (a)

    | 2025 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 | 31,314 | $462,073 | 85,773 | $4,772,643 | | Jonathan Baksht | 0 | $0 | 0 | $0 | | John D. Lee | 0 | $0 | 10,064 | $560,240 | | Hiranda S. Donoghue | 0 | $0 | 10,740 | $597,785 | | Kristin E. Papesh | 0 | $0 | 3,298 | $180,534 | | David V. Barry | 0 | $0 | 15,604 | $862,467 | | Cheri M. Phyfer | 0 | $0 | 7,346 | $475,433 |

  74. (a)

    | 2025 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 | $271,243 | $118,051 | $0 | $1,132,416 | | | WI SERP | $0 | N/A | N/A | $0 | $87,031 | | Jonathan Baksht | FBIN SERP | $0 | $9,962 | N/A | $0 | $0 | | John D. Lee | FBIN SERP | $0 | $65,052 | $36,051 | $0 | $228,852 | | | WI SERP | $0 | N/A | N/A | $0 | $42,220 | | | FBIN NQDC | $206,517 | N/A | $300,976 | $0 | $2,002,445 | | Hiranda S. Donoghue | FBIN SERP | $0 | $63,307 | $15,645 | $0 | $110,626 | | Kristin E. Papesh | FBIN SERP | $0 | $47,628 | $1,648 | $0 | $14,301 | | | FBIN NQDC | $29,129 | N/A | $7,580 | $0 | $60,548 | | David V. Barry | FBIN SERP | $0 | $86,524 | $24,419 | $0 | $169,099 | | | WI SERP | $0 | N/A | N/A | $0 | $23,207 | | Cheri M. Phyfer | FBIN SERP | $0 | $0 | N/A | $0 | $178,099 | | | WI SERP | $0 | N/A | N/A | $0 | $183,852 |

  75. (a)

    | 2025 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 | $6,735,986 | $0 | $0 | $6,735,986 | $0 | $0 | $0 | $10,103,979 | | Baksht | $1,925,372 | $0 | $0 | $1,925,372 | $0 | $0 | $0 | $2,567,162 | | Lee | $1,767,078 | $0 | $0 | $1,767,078 | $0 | $0 | $0 | $2,356,104 | | Donoghue | $1,659,461 | $0 | $0 | $1,659,461 | $0 | $0 | $0 | $2,212,614 | | Papesh | $1,401,567 | $0 | $0 | $1,401,567 | $0 | $0 | $0 | $1,868,756 | | Barry | $2,044,161 | $0 | $0 | $2,044,161 | $0 | $0 | $0 | $2,725,548 | | Health and Related Benefits(4) | | | | | | | | | | Fink | $54,196 | $0 | $0 | $54,196 | $1,275,000 | $0 | $0 | $81,294 | | Baksht | $16,805 | $0 | $0 | $16,805 | $800,000 | $0 | $0 | $22,406 | | Lee | $42,195 | $0 | $0 | $42,195 | $615,000 | $0 | $0 | $56,260 | | Donoghue | $40,523 | $0 | $0 | $40,523 | $575,000 | $0 | $0 | $54,031 | | Papesh | $31,560 | $0 | $0 | $31,560 | $500,000 | $0 | $0 | $42,080 | | Barry | $44,720 | $0 | $0 | $44,720 | $670,000 | $0 | $0 | $59,627 | | Options(5) | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Baksht | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Lee | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Donoghue | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Papesh | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Barry | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | RSUs | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $3,229,972 | $1,528,104 | $0 | $3,229,972 | | Baksht | $0 | $0 | $0 | $0 | $1,197,458 | $0 | $0 | $1,197,458 | | Lee | $0 | $0 | $0 | $0 | $437,828 | $217,560 | $0 | $437,828 | | Donoghue | $0 | $0 | $0 | $0 | $407,729 | $192,487 | $0 | $407,729 | | Papesh | $0 | $0 | $0 | $0 | $299,822 | $119,616 | $0 | $299,822 | | Barry | $0 | $0 | $0 | $0 | $696,702 | $276,224 | $0 | $696,702 | | Performance Share Awards | | | | | | | | | | Fink | $0 | $0 | $0 | $0 | $6,226,172 | $2,822,384 | $0 | $6,226,172 | | Baksht | $0 | $0 | $0 | $0 | $958,018 | $0 | $0 | $958,018 | | Lee | $0 | $0 | $0 | $0 | $805,741 | $365,257 | $0 | $805,741 | | Donoghue | $0 | $0 | $0 | $0 | $787,418 | $356,938 | $0 | $787,418 | | Papesh | $0 | $0 | $0 | $0 | $609,461 | $249,051 | $0 | $609,461 | | Barry | $0 | $0 | $0 | $0 | $1,372,180 | $531,273 | $0 | $1,372,180 | | Total Potential Payments | | | | | | | | | | Fink | $6,790,182 | $0 | $0 | $6,790,182 | $10,731,144 | $4,350,488 | $0 | $19,641,417 | | Baksht | $1,942,177 | $0 | $0 | $1,942,177 | $2,955,476 | $0 | $0 | $4,745,044 | | Lee | $1,809,273 | $0 | $0 | $1,809,273 | $1,858,569 | $582,817 | $0 | $3,655,933 | | Donoghue | $1,699,984 | $0 | $0 | $1,699,984 | $1,770,147 | $549,425 | $0 | $3,461,792 | | Papesh | $1,433,127 | $0 | $0 | $1,433,127 | $1,409,283 | $368,667 | $0 | $2,820,119 | | Barry | $2,088,881 | $0 | $0 | $2,088,881 | $2,738,882 | $807,497 | $0 | $4,854,057 |

  76. (a)

    | CEO Pay Ratio | 64 |

  77. 2025 CEO Pay Ratio

    2025 CEO Pay Ratio

  78. 2025 CEO Pay Ratio

    | | Total Compensation | CEO Pay Ratio | | Nicholas I. Fink | $10,476,545 | 191:1 | | Median Employee | $54,815 | |

  79. 2025 CEO Pay Ratio

    Pay versus Performance

  80. 2025 CEO Pay Ratio

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) | Summary Compensation Table Total for Fink ($)(2) | Compensation Actually Paid to Fink ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(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) | | 2025 | $10,476,545 | $8,718,168 | $2,203,205 | $2,487,504 | $75.30 | $144.40 | $298.8 | $3.63 | | 2024 | $11,812,129 | $14,506,117 | $2,787,124 | $3,321,715 | $99.66 | $134.60 | $471.9 | $4.14 | | 2023 | $11,487,439 | $17,521,908 | $2,205,833 | $3,014,265 | $108.26 | $139.43 | $404.5 | $3.91 | | 2022 | $9,599,997 | ($3,200,386) | $2,576,333 | ($427,618) | $80.05 | $104.01 | $686.7 | $6.36 | | 2021 | $10,170,381 | $15,780,518 | $3,078,513 | $4,880,126 | $126.04 | $135.53 | $772.4 | $5.74 |

  81. 2025 CEO Pay Ratio

    (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: 2025: Nicholas I. Fink served as the Company's PEO for the entirety of 2025. The Company's other NEOs were: Jonathan Baksht, John D. Lee, Hiranda S. Donoghue, Kristin Papesh, David V. Barry and Cheri M. Phyfer. 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. (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 Mr. Fink 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 Mr. Fink 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, 2020 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 27, 2025. (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 its separation. The impact of the cabinets separation on Net Income is reflected beginning in 2023. For 2025, 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 its separation. The impact of the cabinets separation on EPS is reflected beginning in 2023.

  82. 2025 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 | | | | | | | | | | | | | | 2025 | $10,476,545 | $— | $— | $8,500,000 | $6,155,252 | $1,455,045 | $— | $(868,674) | $— | $— | $— | $8,718,168 | | 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 | | Other NEOs (Average) | | | | | | | | | | | | | | 2025 | $2,203,205 | $— | $— | $1,320,835 | $1,046,456 | $221,438 | $— | $(110,106) | $388,172 | $— | $59,174 | $2,487,504 | | 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 |

  83. 2025 CEO Pay Ratio

    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. For 2025, reflects the incremental fair value associated with the modification of Ms. Phyfer'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.