DEF 14A of MasterBrand, Inc.
Filed Apr 22, 2026 · FY20250001193125-26-170568
VOTING MATTERS
| Compensation Discussion and Analysis | 39 | | Executive Compensation Tables | 49 | | CEO Pay Ratio | 55 | | Pay Versus Performance | 56 | | Adjustments | 57 | | PROPOSAL NO. 3 Ratification of Selection of Independent Auditor | 60 | | Audit Committee Report | 62 | | Stock Ownership Information | 63 | | Security Ownership of Directors and Executive Officers | 63 | | Security Ownership of Certain Beneficial Owners | 64 | | Equity Compensation Plan Information | 65 | | General Information About the Annual Meeting | 66 | | Meeting | 66 | | Who Can Vote | 66 | | Voting Before or During the Annual Meeting | 66 | | Quorum for the Annual Meeting | 67 | | Voting Standards | 67 | | Cost of Proxy Solicitation | 68 | | Shareholder List | 68 | | Submission of Shareholder Proposals or Nominations | 69 | | Shareholder Proposals for Inclusion in the 2027 Proxy Materials | 69 | | Shareholder Director Nominations for Inclusion in 2027 Proxy Materials Using Proxy Access | 69 | | Shareholder Director Nominations and Other Shareholder Proposals for Presentation at the 2027 Annual Meeting, but Not for Inclusion in 2027 Proxy Materials | 69 | | Other Information | 70 | | Communicating With Us | 70 | | Notice of Internet Availability | 70 | | Householding of Proxy Materials | 70 | | Legal Matters | 70 | | Financial Matters | 71 | | Matters to be Presented | 71 | | Appendix A: Reconciliation of GAAP to Non-GAAP Measures | A-1 | | Non-GAAP Financial Measures | A-1 |
Our Executive Compensation Highlights
In 2025, MasterBrand operated in a challenging market environment and remained focused on cash generation, balance sheet protection, and disciplined execution. Despite lower earnings, the Company delivered strong free cash flow and remained resilient through the cycle. Consistent with our pay for performance design, incentive outcomes reflected this performance mix. The Annual Incentive Plan (“AIP”) paid at 100% of target, reflecting performance above the plan maximum for free cash flow, offset by earnings results below threshold under the formulaic, equally weighted design. No discretionary adjustments were applied.
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 | • 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 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS
CLASS I DIRECTOR NOMINEES
CLASS I DIRECTOR NOMINEES
CLASS I DIRECTOR NOMINEES
| Name | Primary Occupation | Age | Director Since | Independent | AC | CC | N&G | | R. David Banyard, Jr. | Chief Executive Officer, MasterBrand, Inc. | 57 | 2022 | | | | | | Ann Fritz Hackett | Former Strategy Consulting Partner and Co-Founder, Personal Pathways, LLC | 72 | 2022 | X | | XX | X | | Philip Fracassa(1) | Executive Vice President and Chief Financial Officer, Magna International | 58 | Contingent upon closing of the Merger | X | | | |
CLASS I DIRECTOR NOMINEES
| 1 | The appointment of Mr. Fracassa to the MasterBrand Board of Directors is contingent upon, and will happen on the day of, the closing of MasterBrand’s Merger with American Woodmark, which closing is expected to occur in the second calendar quarter of 2026 (such closing may occur before or after the Annual Meeting). If such closing occurs before the Annual Meeting, Mr. Fracassa will be up for re-election to Class I. If such closing does not occur before the Annual Meeting, shareholders’ votes for Mr. Fracassa will be disregarded as he will not yet be on the MasterBrand Board of Directors at the time of the Annual Meeting. |
CLASS I DIRECTOR NOMINEES
| MASTERBRAND • 2026 PROXY STATEMENT | 5 |
CLASS II DIRECTORS — TERMS EXPIRING 2027
CLASS II DIRECTORS — TERMS EXPIRING 2027
CLASS II DIRECTORS — 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 | 68 | 2022 | X | | | | | Juliana Chugg | Former Executive Vice President and Chief Brand Officer, Mattel, Inc. | 58 | 2022 | X | X | X | | | Patrick Shannon | Former Chief Financial Officer, Allegion plc | 63 | 2024 | X | X | X | | | Daniel Hendrix(2) | Former Chief Executive Officer, Interface, Inc. | 71 | Contingent upon closing of the Merger | X | | | |
CLASS II DIRECTORS — TERMS EXPIRING 2027
| 2 | The appointment of Mr. Hendrix to the MasterBrand Board of Directors is contingent upon, and will happen on the day of, the closing of MasterBrand’s Merger with American Woodmark, which closing is expected to occur in the second calendar quarter of 2026 (such closing may occur before or after the Annual Meeting). |
CLASS III DIRECTORS — TERMS EXPIRING 2028
CLASS III DIRECTORS — TERMS EXPIRING 2028
CLASS III DIRECTORS — TERMS EXPIRING 2028
| Name | Primary Occupation | Age | Director Since | Independent | AC | CC | N&G | | Catherine Courage | Vice President, Google | 51 | 2024 | X | X | | X | | Robert Crisci | Former Chief Financial Officer, Lineage, Inc. | 50 | 2022 | X | XX | | X | | Jeffery Perry | Founder and Chief Executive Officer, Lead Mandates LLC | 60 | 2022 | X | | X | XX | | Andrew Cogan(3) | Senior Advisor and Content Operating Executive, Dunes Point Capital | 63 | Contingent upon closing of the Merger | X | | | |
CLASS III DIRECTORS — TERMS EXPIRING 2028
| 3 | The appointment of Mr. Cogan to the MasterBrand Board of Directors is contingent upon, and will happen on the day of, the closing of MasterBrand’s Merger with American Woodmark, which closing is expected to occur in the second calendar quarter of 2026 (such closing may occur before or after the Annual Meeting). |
CLASS III DIRECTORS — TERMS EXPIRING 2028
Data as of April 22, 2026. AC = Audit Committee CC = Compensation Committee N&G = Nominating and Governance Committee XX — Chairperson X — Member
CLASS III DIRECTORS — TERMS EXPIRING 2028
| 6 | MASTERBRAND • 2026 PROXY STATEMENT |
CLASS III DIRECTORS — TERMS EXPIRING 2028
| Proposal No. 1: Election of Directors |
CLASS III DIRECTORS — TERMS EXPIRING 2028
Under our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”), our Board is divided into three classes with approximately one-third of the directors standing for election each year. 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. Under the Merger Agreement with American Woodmark, at the effective time of the Merger, we must increase the size of our Board from eight to eleven directors and appoint three directors designated by American Woodmark, with one director being placed in each of the three classes of the Board. After selecting such directors with American Woodmark in accordance with the Merger Agreement, the Board has assigned Philip Fracassa to Class I, Daniel Hendrix to Class II and Andrew Cogan to Class III for appointment to the Board effective upon closing of the Merger. Although we expect the Merger with American Woodmark to close in the second calendar quarter of 2026, completion of the Merger remains subject to required regulatory clearance and the satisfaction or waiver of other closing conditions. Given the possibility that the Merger may close before the Annual Meeting, the Board, upon the recommendation of the Nominating and Governance Committee, has nominated Philip Fracassa, as a Class I director nominee, for election at our Annual Meeting, contingent on the closing of the Merger. Should we not complete the Merger prior to the Annual Meeting, Philip Fracassa will not stand for election to the Board at the Annual Meeting, and we will not count the votes cast for him. Instead, we expect Philip Fracassa, Daniel Hendrix and Andrew Cogan will subsequently be appointed to the Board effective upon the closing of the Merger. The Class I directors whose terms expire at the Annual Meeting are R. David Banyard, Jr. and Ann Fritz Hackett. Each of Mr. Banyard and Ms. Hackett has been re-nominated by our Board upon the recommendation of its Nominating and Governance Committee. In addition, in accordance with the Merger Agreement, and upon the recommendation of the Nominating and Governance Committee, the Board has approved the appointment of Messrs. Fracassa, Hendrix, and Cogan to the Board, effective at the closing of the Merger, and if any such appointment occurs prior to the Annual Meeting, the Board has nominated Philip Fracassa as a Class I director for election at the Annual Meeting, contingent upon closing of the Merger. All Class I directors elected at the Annual Meeting will continue in office until the annual meeting of our shareholders to be held in 2029 and until their successors are elected and qualified. The two current nominees contribute significantly to our Board, including as follows:
CLASS III DIRECTORS — TERMS EXPIRING 2028
| • | R. David Banyard, Jr. is the Company’s President and Chief Executive Officer; and |
CLASS III DIRECTORS — TERMS EXPIRING 2028
| • | Ann Fritz Hackett chairs the Board’s Compensation Committee and serves on the Nominating and Governance Committee. |
CLASS III DIRECTORS — TERMS EXPIRING 2028
| • | Philip Fracassa will only join the Board contingent upon closing of the Merger, which has not yet occurred as of the date of this Proxy Statement. |
CLASS III DIRECTORS — TERMS EXPIRING 2028
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 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 (provided that if Mr. Fracassa informs us that he is unable to serve prior to the consummation of the Merger with American Woodmark, another director would be selected in coordination with American Woodmark in accordance with the terms of the Merger Agreement). If our Board nominates another individual, the persons named as proxies may vote for such substitute nominee. Our Board has determined that Ann Fritz Hackett and Philip Fracassa are independent of MasterBrand and management. See “Corporate Governance — Director Independence” below for more information.
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 22, 2026.
OUR DIRECTOR NOMINEES
| The Board unanimously recommends a vote “FOR” ALL Board nominees listed below. |
OUR DIRECTOR NOMINEES
| MASTERBRAND • 2026 PROXY STATEMENT | 9 |
CLASS I DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING
CLASS I DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING
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 served on the board of directors of WK Kellogg Co. (NYSE: KLG) from 2023 to 2025 and was the 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 and the board of directors of WK Kellogg Co. qualifies him to serve on our Board.
Experience
| 10 | MASTERBRAND • 2026 PROXY STATEMENT |
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 (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 industry-specific 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.
Experience
| MASTERBRAND • 2026 PROXY STATEMENT | 11 |
Experience
Experience Mr. Fracassa has served as Executive Vice President and Chief Financial Officer of Magna International Inc. (TSX: MG; NYSE: MGA), one of the world’s largest and most diverse automotive suppliers, since September 2025. He previously spent two decades with The Timken Company (NYSE: TKR), advancing through several finance leadership roles, including tax and treasury, group controller, and corporate planning and development, before serving as Executive Vice President and Chief Financial Officer from 2014 to 2025. Prior to joining The Timken Company in 2005, Mr. Fracassa was Director of Taxes for Visteon Corporation. He began his career with Price Waterhouse in Detroit and later served as a tax attorney with General Motors Co. (NYSE: GM). Mr. Fracassa has served as a director at American Woodmark Corporation (Nasdaq: AMWD) since 2024 and is expected to continue until the completion of the Merger in 2026. He received a B.S., with a major in accounting, and a J.D., from the University of Detroit Mercy. Mr. Fracassa is a certified public accountant and a licensed attorney in Michigan.
Skills and Qualifications
Skills and Qualifications We believe Mr. Fracassa’s over 30 years of diverse finance experience, including more than 10 years as Chief Financial Officer at two publicly-traded global manufacturers, as well as his public company board experience at American Woodmark Corporation, qualify him to serve on our Board. The appointment of Mr. Fracassa to the MasterBrand Board of Directors is contingent upon, and will happen on the day of, the closing of MasterBrand’s Merger with American Woodmark, which closing is expected to occur in the second calendar quarter of 2026 (such closing may occur before or after the Annual Meeting). If such closing occurs before the time of the Annual Meeting, Mr. Fracassa will be up for re-election to Class I. If such closing does not occur before the time of the Annual Meeting, shareholders’ votes for Mr. Fracassa will be disregarded.
Skills and Qualifications
| 12 | MASTERBRAND • 2026 PROXY STATEMENT |
CLASS II DIRECTORS — TERMS EXPIRING IN 2027
CLASS II DIRECTORS — TERMS EXPIRING IN 2027
CLASS III DIRECTORS — TERMS EXPIRING IN 2028
CLASS III DIRECTORS — TERMS EXPIRING IN 2028
OTHER INFORMATION
| Non-Employee Director Compensation |
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 | $150,000 |
SUMMARY OF NON-EMPLOYEE DIRECTOR ANNUAL COMPENSATION
| (1) Directors may defer all or a portion of their Equity Retainer (RSUs) in the form of deferred stock units. |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
2025 NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows information regarding the compensation earned or paid during 2025 to Non-Employee Directors who served on our Board during fiscal year 2025.
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David D. Petratis | $237,500 | $135,000 | $372,500 | | Ann Fritz Hackett | $120,000 | $135,000 | $255,000 | | Jeffery S. Perry | $120,000 | $135,000 | $255,000 | | Juliana L. Chugg | $100,000 | $135,000 | $235,000 | | Robert C. Crisci | $125,000 | $135,000 | $260,000 | | Patrick S. Shannon | $100,000 | $135,000 | $235,000 | | Catherine Courage | $100,000 | $135,000 | $235,000 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) Awards to our non-employee directors of restricted stock units generally vest one year after the date of grant. |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
As of December 28, 2025, our non-employee directors held the following number of restricted stock units: Mr. Petratis (13,069 restricted stock units), Ms. Hackett (13,069 restricted stock units); Mr. Perry (13,069 restricted stock units); Ms. Chugg (13,069 restricted stock units); Mr. Crisci (13,069 restricted stock units); Mr. Shannon (13,069 restricted stock units); and Ms. Courage (13,069 restricted stock units). As of December 28, 2025, our non-employee directors held the following number of deferred stock units: Mr. Petratis (26,435 shares) and Ms. Hackett (34,815 shares).
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| MASTERBRAND • 2026 PROXY STATEMENT | 33 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Executive Officers |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
This section describes the experience and other attributes, as of April 22, 2026, 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.
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Andrea Simon Executive Vice President and Chief Financial Officer AGE: 50 | OFFICER SINCE: 2022 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
Andrea Simon, age 50, 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. Ms. Simon joined the board of directors of Graco Inc. (NYSE: GGG) in December 2025. 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.
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| 34 | MASTERBRAND • 2026 PROXY STATEMENT |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Navi Grewal Executive Vice President and Chief Digital and Technology Officer AGE: 52 | OFFICER SINCE: 2022 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
Navi Grewal, age 52, 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.
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| MASTERBRAND • 2026 PROXY STATEMENT | 35 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Andrean Horton Executive Vice President and Chief Legal Officer and Secretary AGE: 52 | OFFICER SINCE: 2022 |
2025 NON-EMPLOYEE DIRECTOR COMPENSATION
Andrean Horton, age 52, serves as our Executive Vice President and 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.
2025 Performance Highlights
2025 Performance Highlights Fiscal 2025 tested our industry and our organization, and our teams responded with focus and discipline. Despite challenging market conditions, we outperformed the market and delivered free cash flow in excess of net income in 2025. Demand across the home products market declined and cost pressures persisted, but we executed on pricing and synergy initiatives and stayed focused on the fundamentals that matter most in a downturn: cash, liquidity, leverage management, and operational continuity. While profitability and earnings declined year over year, management actions helped us remain resilient through the cycle and preserve flexibility for the future. During the year, the Compensation Committee evaluated performance based on how well management navigated market headwinds, protected the balance sheet, and positioned the Company to accelerate when demand improves. Our incentive programs are performance driven, with outcomes determined by pre-established metrics and a consistent adjustment framework intended to measure underlying operating performance. For fiscal 2025, the Annual Incentive Plan (“AIP”) paid at 100% of target, and the 2023–2025 Performance Share Awards (“PSA”) paid at 170% of target. The AIP uses two equally weighted measures, Adjusted Diluted Earnings per Share and Free Cash Flow as a Percent of Net Sales. In 2025, cash flow performance exceeded the plan’s maximum level while Adjusted Diluted Earnings Per Share was below threshold; with the two metrics weighted equally at 50 percent each, the overall AIP result was 100% of target. This result reflects the plan’s balanced design, which places equal weight on earnings and cash discipline. The Compensation Committee did not apply discretion to increase payouts beyond the formula. Adjusted Diluted Earnings per Share and Free Cash Flow as a percent of Net Sales 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. The 2023–2025 PSAs were based on three-year cumulative Adjusted EBITDA and three-year average Adjusted ROIC. Performance over the full three-year period exceeded target levels, resulting in a 170% payout based on the plan’s pre-established performance results. The Compensation Committee did not apply discretion to increase payouts beyond the formula. Adjusted EBITDA and Adjusted ROIC 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. The Compensation Committee considers shareholder perspectives, including the results of say-on-pay votes, when evaluating our executive compensation program. At last year’s annual meeting, the advisory vote on executive compensation received the approval of 97% of shares voted, reflecting strong shareholder support for our approach. Our compensation program, with well-defined financial targets, is designed to align executive rewards with Company performance and shareholder interests over the long term. In August 2025, we also announced the Merger with American Woodmark, which we believe can strengthen our long-term growth profile (subject to regulatory clearance and other closing conditions). The Compensation Committee views continuity and disciplined execution as especially important as we manage the cycle and prepare for a large scale integration.
Compensation Program Highlights
| Pay Element | Purpose and Fiscal Year 2025 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 2025, the performance metrics were: • Adjusted 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 2025-2027 performance period were: • 3-year cumulative Adjusted EBITDA (50% weighting) • 3-year average Adjusted ROIC (50% weighting) • Time-based Restricted Stock Units (“RSUs”), which vest in three equal annual installments, beginning on the first anniversary of the grant date |
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. |
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.
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. The Compensation Committee made no changes to our peer group in 2025. The Committee will review the peer group following close of the American Woodmark Merger to ensure it remains appropriate.
Compensation Peer Group
| 42 | MASTERBRAND • 2026 PROXY STATEMENT |
MasterBrand Peer Group
MasterBrand Peer Group
MasterBrand Peer Group
| • | Allegion Plc |
MasterBrand Peer Group
| • | Armstrong World Industries, Inc. |
MasterBrand Peer Group
| • | American Woodmark Corporation |
MasterBrand Peer Group
| • | The AZEK Company Inc. |
MasterBrand Peer Group
| • | Carlisle Companies Incorporated |
MasterBrand Peer Group
| • | Griffon Corporation |
MasterBrand Peer Group
| • | HNI Corporation |
MasterBrand Peer Group
| • | James Hardie Industries plc |
MasterBrand Peer Group
| • | JELD-WEN Holding, Inc. |
MasterBrand Peer Group
| • | La-Z-Boy Incorporated |
MasterBrand Peer Group
| • | Leggett & Platt, Incorporated |
MasterBrand Peer Group
| • | Masco Corporation |
MasterBrand Peer Group
| • | MillerKnoll, Inc. |
MasterBrand Peer Group
| • | Patrick Industries, Inc. |
MasterBrand Peer Group
| • | RH |
MasterBrand Peer Group
| • | Sleep Number Corporation |
MasterBrand Peer Group
| • | Steelcase Inc. |
MasterBrand Peer Group
| • | Somnigroup International, Inc. |
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN The 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, with levels determined based on role, market data, and individual performance.
ANNUAL INCENTIVE PLAN
| MASTERBRAND • 2026 PROXY STATEMENT | 43 |
ANNUAL INCENTIVE PLAN
Following its annual review of compensation, market benchmarking and individual performance, the Compensation Committee approved AIP target opportunities for each NEO. These targets are intended to align with market practices and support the attraction, retention, and motivation of executives. The AIP target as a percentage of base salary for our NEOs were as follows:
ANNUAL INCENTIVE PLAN
| Named Executive Officer | 2025 Target | | R. David Banyard, Jr. | 125% | | Andrea Simon | 75% | | Navi Grewal | 70% | | Andrean Horton | 70% | | Kurt Wanninger | 70% |
ANNUAL INCENTIVE PLAN
In structuring the AIP for 2025, the Compensation Committee maintained the two performance measures used in the prior year, Adjusted Diluted Earnings Per Share and Free Cash Flow as a percent of Net Sales, weighted equally at 50 percent each. The Compensation Committee believes this balanced approach appropriately reflects both profitability and cash generation and helps ensure that performance in any single area does not disproportionately influence incentive outcomes. For purposes of the AIP, Adjusted Diluted Earnings per Share and Free Cash Flow are evaluated based on underlying operating performance, using definitions established at the beginning of the performance period. Both measures exclude certain pre-defined items, such as restructuring and restructuring-related charges, acquisition-related costs, and certain externally driven impacts resulting from changes in trade policy, as well as other items that could introduce volatility unrelated to management’s execution. These exclusions are applied consistently and are not modified during the year. In determining 2025 incentive outcomes, the Compensation Committee did not apply discretion beyond the plan’s established framework. The Compensation Committee believes this approach provides a clearer and more comparable assessment of performance while maintaining alignment with the Company’s long-term objectives. The Compensation Committee sets challenging performance goals using the Company’s annual operating plan and a Monte Carlo statistical analysis, which assesses the probability of achieving various performance outcomes and informs the calibration of threshold, target, and maximum performance levels. In setting these goals, the Compensation Committee also considers historical performance, expected market conditions, the Company’s three-year operating plan, key operating assumptions including pricing, productivity initiatives, and cost trends, and market practices reviewed with the Company’s independent compensation consultant. Target payout levels reflect expected achievement of the annual operating plan, while maximum payout levels require results that materially exceed plan expectations. The table below shows the financial performance measures for the 2025 awards and the actual performance results:
ANNUAL INCENTIVE PLAN
| 2025 AIP Performance Goals and Results | | | | | | | Performance Levels and Goals | | | | Results and Awards | | | Performance and Weighting Metric | Minimum Performance | Target Performance | Maximum Performance | AIP Performance | Payout Percent of Target | | Adjusted Diluted Earnings per Share* (50%) | $1.18 | $1.48 | $1.74 | $0.90 | 0% | | Free Cash Flow as a percent of Net Sales* (50%) | 4.8% | 6.1% | 7.1% | 7.4% | 200% | | | | Total Weighted Score: | | | 100% |
ANNUAL INCENTIVE PLAN
| * Adjusted Diluted Earnings per Share and Free Cash Flow as a percent of Net Sales are non-GAAP financial measures. Refer to Appendix A for definitions of the non-GAAP measures referenced and reconciliations to the most directly comparable GAAP measures. |
ANNUAL INCENTIVE PLAN
The annual incentive award payments to each NEO for 2025:
ANNUAL INCENTIVE PLAN
| Named Executive Officer | 2025 Cash Incentive Paid | | R. David Banyard, Jr. | $1,318,750 | | Andrea Simon | $431,250 | | Navi Grewal | $350,000 | | Andrean Horton | $353,290 | | Kurt Wanninger | $371,000 |
ANNUAL INCENTIVE PLAN
| 44 | MASTERBRAND • 2026 PROXY STATEMENT |
LONG-TERM EQUITY AWARD PROGRAM
LONG-TERM EQUITY AWARD PROGRAM Long-term equity compensation supports a pay for performance culture and aligns management’s interest with those of our shareholders. The long-term equity program provides grants of RSUs and PSAs to our NEOs. Target award values are based on grant date fair value, with allocation determined by role, market data, individual performance, and internal equity. The mix of equity awards is designed to balance performance-based incentives with retention and long-term alignment. Following its annual review of compensation and individual performance, the Compensation Committee approved equity awards for the NEOs. The Compensation Committee’s decisions reflect its objective to align compensation with performance, support retention, and maintain competitive market positioning. The table below highlights the total value of equity awards granted to each of our NEOs:
LONG-TERM EQUITY AWARD PROGRAM
| Named Executive Officer | 2025 | | R. David Banyard, Jr. | 5,000,000 | | Andrea Simon | 1,300,000 | | Navi Grewal | 750,000 | | Andrean Horton | 650,000 | | Kurt Wanninger | 500,000 |
Performance Share Awards
Performance Share Awards Performance Share Awards (“PSAs”) are designed to align executive compensation with long-term shareholder interests by linking payout opportunities to sustained financial performance and disciplined capital allocation over a three-year performance period. The 2025–2027 PSAs are based on two performance measures, three-year cumulative Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) and three-year average Adjusted ROIC, weighted equally at 50 percent each. The Compensation Committee believes these measures together emphasize consistent earnings generation and efficient use of capital, which are key drivers of long-term shareholder value. For purposes of the PSAs, Adjusted EBITDA and Adjusted ROIC are evaluated using definitions established at the beginning of the performance period and are intended to reflect underlying operating performance. Both measures exclude certain pre-defined items, such as restructuring and restructuring-related charges, acquisition-related costs, gains or losses on asset sales, externally driven cost impacts resulting from changes in trade policy, and other infrequent or unusual items, consistent with the Company’s adjustment framework. These definitions and exclusions are applied consistently throughout the performance period and are not modified after performance goals are established. The Compensation Committee does not apply discretion to adjust PSA outcomes beyond the application of these pre-defined adjustments. The Compensation Committee believes this approach provides a clearer and more consistent assessment of sustained operating performance and capital efficiency over the three-year performance period. The Compensation Committee uses a rigorous goal-setting process to establish challenging performance targets and payout ranges for the PSAs, grounded in the Company’s long-term strategic plan. In setting performance goals, the Compensation Committee considered expected growth in the home products market, the Company’s three-year operating plan, key assumptions related to share gains, pricing, material inflation, and productivity initiatives, as well as market practices and input from the Company’s independent compensation consultant. Target performance levels reflect expected execution under the long-term plan, while maximum performance levels require results that exceed expected market growth and demonstrate superior long-term performance. The 2023–2025 PSA performance period concluded at the end of fiscal year 2025. Over the three-year cycle, the Company delivered earnings generation and disciplined capital deployment that exceeded performance expectations.
Performance Share Awards
| MASTERBRAND • 2026 PROXY STATEMENT | 45 |
Performance Share Awards
The table below summarizes the performance measures for the 2023–2025 PSAs and the Company’s actual results.
Performance Share Awards
| 2023-2025 PSA Performance Goals and Results | | | | | | | Performance Levels and Goals | | | | Results and Award | | | Performance and Weighting Metric | Minimum Performance | Target Performance | Maximum Performance | 2023-2025 PSA Performance | Payout Percent of Target | | Three-Year Cumulative Adjusted EBITDA* (50%) | $794.4 | $1,012.2 | $1,099.1 | $1,046.8 | 140% | | Three-Year Average Adjusted ROIC* (50%) | 7.4% | 10.0% | 11.1% | 11.4% | 200% | | | | | Total Weighted Score: | | 170% |
Performance Share Awards
| * Adjusted EBITDA and Adjusted Return on Invested Capital are non-GAAP financial measures. Refer to Appendix A for definitions of the non-GAAP measures referenced and reconciliations to the most directly comparable GAAP measures. |
Performance Share Awards
The 2023-2025 PSA awards for each NEO:
Performance Share Awards
| Named Executive Officer | Target PSAs | Payout % | 2023-2025 PSA Shares Awarded | | R. David Banyard, Jr. | 191,339 | 170% | 325,277 | | Andrea Simon | 46,576 | 170% | 79,179 | | Navi Grewal | 27,694 | 170% | 47,080 | | Andrean Horton | 32,729 | 170% | 55,639 | | Kurt Wanninger | 25,176 | 170% | 42,799 |
Restricted Stock Units
Restricted Stock Units RSUs promote leadership retention and align the interests of our executives with those of our shareholders. In 2025, 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.
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.
Severance and Change in Control Agreements
| 46 | MASTERBRAND • 2026 PROXY STATEMENT |
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 “2025 Potential Payments Upon Termination or Change in Control” table on page 54 below for further details regarding the Severance Agreements.
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.
Executive Stock Ownership and Holding Guidelines
| • | Shares in our nonqualified deferred compensation plan |
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 2025 and the Company has no plans to grant stock options in the future.
COMPENSATION RISK OVERSIGHT
| • | Multiple and diverse performance metrics in incentive plans; |
COMPENSATION RISK OVERSIGHT
| • | Upside on payout potential is capped for both short-term and long-term incentives; |
COMPENSATION RISK OVERSIGHT
| • | Multiple long-term incentive vehicles, with Performance Share Awards that have overlapping three-year performance cycles; |
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year A | Salary ($)(1) B | Bonus ($) C | Stock Awards ($)(2) D | Option Awards ($) E | Non-Equity Incentive Plan Compensation ($)(3) F | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) G | All Other Compensation ($)(4) H | Total ($) I | | R. David Banyard, Jr. Chief Executive Officer | 2025 | 1,048,269 | — | 5,000,000 | — | 1,318,750 | — | 61,803 | 7,428,822 | | | 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 | | Andrea Simon Executive Vice President and Chief Financial Officer | 2025 | 558,846 | — | 1,300,006 | — | 431,250 | — | 28,466 | 2,318,568 | | | 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 | | Navi Grewal Executive Vice President and Chief Digital and Technology Officer | 2025 | 493,269 | — | 750,001 | — | 350,000 | — | 42,749 | 1,636,020 | | | 2024 | 470,962 | — | 724,997 | — | 260,680 | — | 31,115 | 1,487,754 | | | 2023 | 460,000 | — | 550,003 | — | 494,316 | — | 35,948 | 1,540,267 | | Andrean Horton Executive Vice President and Chief Legal Officer | 2025 | 500,742 | — | 650,003 | — | 353,290 | — | 27,019 | 1,531,054 | | | 2024 | 485,962 | — | 649,990 | — | 268,912 | — | 58,074 | 1,462,937 | | | 2023 | 475,000 | — | 649,998 | — | 510,435 | — | 18,389 | 1,653,822 | | Kurt Wanninger Executive Vice President and Chief Operations Officer | 2025 | 521,923 | — | 499,992 | — | 371,000 | — | 23,233 | 1,416,148 | | | 2024 | 500,000 | — | 500,011 | — | 274,400 | — | 53,729 | 1,328,140 | | | 2023 | 496,200 | — | 499,995 | — | 537,300 | — | 47,947 | 1,581,442 |
2025 SUMMARY COMPENSATION TABLE
| (1) Salary: Base salaries shown for all NEOs represent the actual amount paid during the fiscal year. |
2025 SUMMARY COMPENSATION TABLE
| (2) 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 2025 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 2025 would be: $5,000,000 for Mr. Banyard; $1,300,006 for Ms. Simon; $750,001 for Ms. Grewal; $650,003 for Ms. Horton and $499,992 for Mr. Wanninger. |
2025 SUMMARY COMPENSATION TABLE
| (3) Non-Equity Incentive Plans: This column lists amounts earned under the Annual Incentive Plan. |
2025 SUMMARY COMPENSATION TABLE
| (4) All Other Compensation: 2025 amounts in this column include the following: |
2025 SUMMARY COMPENSATION TABLE
| (a) Mr. Banyard: A 401(k) match in the amount of $17,500, dividend equivalents in the amount of $14,199 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2025, and costs associated with the following perquisites: personal use of our corporate aircraft of $17,294 (which is the incremental cost to the Company in connection with his personal use of the corporate aircraft); an executive physical of $2,608; and cybersecurity protection services of $7,040. |
2025 SUMMARY COMPENSATION TABLE
| (b) Ms. Simon: A 401(k) match in the amount of $17,500, dividend equivalents in the amount of $2,107 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2025, and costs associated with the following perquisites: an executive physical of $6,288; and product purchase credit of $20, which is calculated based on the discounted value of our products (below cost) that were purchased by Ms. Simon under our cabinet purchase program. |
2025 SUMMARY COMPENSATION TABLE
| (c) Ms. Grewal: A 401(k) match in the amount of $17,500, dividend equivalents in the amount of $1,914 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2025, and costs associated with the following perquisite: product purchase credit of $21,616, which is calculated based on the discounted value of our products (below cost) that were purchased by Ms. Grewal under our cabinet purchase program. |
2025 SUMMARY COMPENSATION TABLE
| (d) Ms. Horton: A 401(k) match in the amount of $17,500 and costs associated with the following perquisite: cybersecurity protection services of $7,040. |
2025 SUMMARY COMPENSATION TABLE
| MASTERBRAND • 2026 PROXY STATEMENT | 49 |
2025 SUMMARY COMPENSATION TABLE
| (e) Mr. Wanninger: A 401(k) match in the amount of $17,500, dividend equivalents in the amount of $2,107 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2025, and costs associated with the following perquisite: product purchase credit of $1,122, which is calculated based on the discounted value of our products (below cost) that were purchased by Mr. Wanninger under our cabinet purchase program. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
GRANTS OF PLAN-BASED AWARDS DURING 2025 The following table sets forth estimated information on awards granted during fiscal 2025 to our NEOs under MasterBrand’s 2022 Long-Term Incentive Plan and annual cash incentive awards granted under the Annual Incentive Plan, in each case, as indicated in the table below. The terms and conditions applicable to these awards are described in “Compensation Discussion and Analysis.”
GRANTS OF PLAN-BASED AWARDS DURING 2025
| Name | Grant type(1) | Grant date(2) | Estimated future payouts under non-equity incentive plan awards(3) | | | Estimated future payouts under equity incentive plan awards(4) | | | All other stock awards: Number of shares of stock or units (#)(5) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | R. David Banyard, Jr. | AIP | 3/13/2025 | 329,688 | 1,318,750 | 2,637,500 | | | | | | | | | | PSAs | 3/13/2025 | | | | 47,063 | 188,253 | 376,506 | | | | 2,500,000 | | | RSUs | 3/13/2025 | | | | | | | 188,253 | | | 2,500,000 | | Andrea Simon | AIP | 3/13/2025 | 107,813 | 431,250 | 862,500 | | | | | | | | | | PSAs | 3/13/2025 | | | | 12,237 | 48,946 | 97,892 | | | | 650,003 | | | RSUs | 3/13/2025 | | | | | | | 48,946 | | | 650,003 | | Navi Grewal | AIP | 3/13/2025 | 87,500 | 350,000 | 700,000 | | | | | | | | | | PSAs | 3/13/2025 | | | | 7,060 | 28,238 | 56,476 | | | | 375,001 | | | RSUs | 3/13/2025 | | | | | | | 28,238 | | | 375,001 | | Andrean Horton | AIP | 3/13/2025 | 88,323 | 353,290 | 706,580 | | | | | | | | | | PSAs | 3/13/2025 | | | | 6,118 | 24,473 | 48,946 | | | | 325,001 | | | RSUs | 3/13/2025 | | | | | | | 24,473 | | | 325,001 | | Kurt Wanninger | AIP | 3/13/2025 | 92,750 | 371,000 | 742,000 | | | | | | | | | | PSAs | 3/13/2025 | | | | 4,706 | 18,825 | 37,650 | | | | 249,996 | | | RSUs | 3/13/2025 | | | | | | | 18,825 | | | 249,996 |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (1) “AIP” means cash granted under our Annual Incentive Plan. “RSU” means restricted stock unit award. “PSA” means performance share award. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (2) Represents effective date for which values of the awards were approved by the Compensation Committee. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (3) Represents the range of potential payments under our Annual Incentive Plan for fiscal 2025. The actual amount earned is disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (4) Represents the range of potential payments under our 2022 Long-Term Incentive Plan for fiscal 2025. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (5) Represents RSUs awarded under our 2022 Long-Term Incentive Plan. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| (6) The value of RSUs and PSAs reflect their respective grant date fair value under ASC Topic 718. |
GRANTS OF PLAN-BASED AWARDS DURING 2025
| 50 | MASTERBRAND • 2026 PROXY STATEMENT |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table reflects the outstanding equity awards held by each NEO with respect to MasterBrand as of December 28, 2025. 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.
Outstanding Equity Awards at 2025 Fiscal Year-End
| 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 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | R. David Banyard, Jr. | 287,600 | — | | 8.58 | 2/24/2030 | 319,282 | $3,598,308 | 311,089 | $3,505,973 | | | 79,498 | — | | 10.28 | 12/7/2030 | | | | | | | 177,063 | — | | 10.76 | 2/22/2031 | | | | | | | 173,424 | — | | 10.75 | 2/28/2032 | | | | | | Andrea Simon | 27,173 | — | | 10.76 | 2/22/2031 | 84,945 | $957,330 | 79,655 | $897,712 | | | 25,717 | — | | 10.75 | 2/28/2032 | | | | | | Navi Grewal | 23,380 | — | | 10.75 | 2/28/2032 | 50,964 | $574,364 | 48,478 | $546,347 | | Andrean Horton | | | | | | 47,481 | $535,111 | 42,619 | $480,316 | | Kurt Wanninger | 14,791 | — | | 5.94 | 2/21/2029 | 35,522 | $400,333 | 32,784 | $369,476 | | | 23,962 | — | | 8.58 | 2/24/2030 | | | | | | | 24,706 | — | | 10.76 | 2/22/2031 | | | | | | | 25,717 | — | | 10.75 | 2/28/2032 | | | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Each outstanding stock option that was exercisable on December 28, 2025, is listed in this column. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Number of Options Vesting by Year | | | | Name | 2026 | 2027 | 2028 | | R. David Banyard, Jr. | — | — | — | | Andrea Simon | — | — | — | | Navi Grewal | — | — | — | | Andrean Horton | — | — | — | | Kurt Wanninger | — | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
| MASTERBRAND • 2026 PROXY STATEMENT | 51 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) Each outstanding RSU that had not yet vested as of December 28, 2025, 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 2026, 2027 and 2028 (assuming each NEO’s continued employment through the applicable vesting date): |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Number of RSUs Vesting by Year | | | | Name | 2026 | 2027 | 2028 | | R. David Banyard, Jr. | 156,956 | 99,575 | 62,751 | | Andrea Simon | 42,077 | 26,552 | 16,316 | | Navi Grewal | 25,391 | 16,160 | 9,413 | | Andrean Horton | 25,116 | 14,207 | 8,158 | | Kurt Wanninger | 18,582 | 10,665 | 6,275 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) This column reflects the value of the outstanding RSUs that have not yet vested using the December 28, 2025 closing price of MasterBrand’s common stock of $11.27. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents each outstanding PSA that had not yet vested as of December 28, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) This column reflects the value of the PSAs using the December 28, 2025, closing price of MasterBrand’s common stock of $11.27 and assumes achievement of target performance goals, as performance is measured on a cumulative basis and is not determinable until the end of the three-year performance period. |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested
| Name | Option awards | | Stock awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | R. David Banyard, Jr. | — | — | 765,203 | 10,327,872 | | Andrea Simon | — | — | 208,982 | 2,545,153 | | Navi Grewal | — | — | 124,465 | 1,543,450 | | Andrean Horton | — | — | 120,186 | 1,416,505 | | Kurt Wanninger | — | — | 118,403 | 1,571,014 |
2025 Option Exercises and Stock Vested
| (1) This column reflects the number of RSUs and PSAs that vested in 2025 which were granted in 2024, 2023, and 2022. |
2025 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. |
Employment Contracts, Termination of Employment and Change in Control Arrangements
| | 2025 Potential Payments Upon Termination or Change in Control(1) | | | | | | | | | | Voluntary | | Involuntary | | | | | Involuntary Termination (without Cause) or Termination for Good Reason After Change in Control | | | For Good Reason | Without Good Reason | For Cause | Without Cause | Death | Disability(2) | Retirement | | | Cash Severance | | | | | | | | | | Banyard, Jr. | $6,101,250 | $— | $— | $6,101,250 | $1,318,750 | $1,318,750 | $1,318,750 | $8,492,500 | | Simon | $1,455,000 | $— | $— | $1,455,000 | $431,250 | $431,250 | $431,250 | $2,478,750 | | Grewal | $1,217,500 | $— | $— | $1,217,500 | $350,000 | $350,000 | $350,000 | $2,085,000 | | Horton | $1,228,780 | $— | $— | $1,228,780 | $353,290 | $353,290 | $353,290 | $2,104,270 | | Wanninger | $1,289,500 | $— | $— | $1,289,500 | $371,000 | $371,000 | $371,000 | $2,208,000 | | Health and Related Benefits(3) | | | | | | | | | | Banyard, Jr. | $40,137 | $— | $— | $40,137 | $1,055,000 | $— | $— | $60,206 | | Simon | $11,401 | $— | $— | $11,401 | $575,000 | $— | $— | $22,803 | | Grewal | $17,243 | $— | $— | $17,243 | $500,000 | $— | $— | $34,487 | | Horton | $6,902 | $— | $— | $6,902 | $504,700 | $— | $— | $13,803 | | Wanninger | $15,078 | $— | $— | $15,078 | $530,000 | $— | $— | $30,157 | | Options(4) | | | | | | | | | | Banyard, Jr. | $— | $— | $— | $— | $— | $— | $— | $— | | Simon | $— | $— | $— | $— | $— | $— | $— | $— | | Grewal | $— | $— | $— | $— | $— | $— | $— | $— | | Horton | $— | $— | $— | $— | $— | $— | $— | $— | | Wanninger | $— | $— | $— | $— | $— | $— | $— | $— | | RSUs | | | | | | | | | | Banyard, Jr. | $1,476,697 | $1,476,697 | $1,476,697 | $1,476,697 | $3,598,308 | $1,476,697 | $1,476,697 | $3,598,308 | | Simon | $— | $— | $— | $— | $957,330 | $405,709 | $— | $957,330 | | Grewal | $— | $— | $— | $— | $574,364 | $256,122 | $— | $574,364 | | Horton | $— | $— | $— | $— | $535,111 | $259,300 | $— | $535,111 | | Wanninger | $188,175 | $188,175 | $188,175 | $188,175 | $400,333 | $188,175 | $188,175 | $400,333 | | Performance Share Awards | | | | | | | | | | Banyard, Jr. | $3,540,752 | $3,540,752 | $3,540,752 | $3,540,752 | $5,662,364 | $3,540,752 | $3,540,752 | $5,662,364 | | Simon | $— | $— | $— | $— | $1,422,623 | $871,002 | $— | $1,422,623 | | Grewal | $— | $— | $— | $— | $858,458 | $540,216 | $— | $858,458 | | Horton | $— | $— | $— | $— | $849,172 | $573,361 | $— | $849,172 | | Wanninger | $441,051 | $441,051 | $441,051 | $441,051 | $653,209 | $441,051 | $441,051 | $653,209 | | Total Potential Payments | | | | | | | | | | Banyard, Jr. | $11,158,836 | $5,017,449 | $5,017,449 | $11,158,836 | $11,634,422 | $6,336,199 | $6,336,199 | $17,813,378 | | Simon | $1,466,401 | $— | $— | $1,466,401 | $3,386,204 | $1,707,961 | $431,250 | $4,881,506 | | Grewal | $1,234,743 | $— | $— | $1,234,743 | $2,282,823 | $1,146,338 | $350,000 | $3,552,310 | | Horton | $1,235,682 | $— | $— | $1,235,682 | $2,242,273 | $1,185,951 | $353,290 | $3,502,356 | | Wanninger | $1,933,805 | $629,227 | $629,227 | $1,933,805 | $1,954,542 | $1,000,227 | $1,000,227 | $3,291,699 |
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 28, 2025, 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. For fiscal year 2025, the annual total compensation of our median associate was $41,297. Mr. Banyard’s annual total compensation for fiscal year 2025, as reported in the “Summary Compensation Table” above, was $7,428,822. The ratio of Mr. Banyard’s total compensation to the median associate’s total compensation was 180:1. 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.
CEO PAY RATIO
| MASTERBRAND • 2026 PROXY STATEMENT | 55 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
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.”
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO NEO’s (4) | Average Compensation Actually Paid for Non-PEO NEO’s (5) | Year-end value of $100 invested based on: | | GAAP Net Income($) (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) | | 2025 | 7,428,822 | 6,259,326 | 1,725,448 | 1,456,334 | 125.22 | 178.11 | 26.7 | 298.2 | | 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 | 16,319,878 | 1,712,978 | 3,363,245 | 165.00 | 143.56 | 182.0 | 383.4 | | 2022 | 6,831,543 | 3,058,402 | 1,740,066 | 1,405,708 | 84.22 | 95.48 | 155.4 | 411.4 |
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. |
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.” |
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. |
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, 2024, and 2025 were Mses. Simon, Grewal and Horton, and Mr. Wanninger. |
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. |
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. |
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, 2024, and 2025, 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. |
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, December 29, 2024, and December 28, 2025, respectively. |
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. |
Pay Versus Performance Table
| 56 | MASTERBRAND • 2026 PROXY STATEMENT |
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 four years of compensation and performance data as a standalone public company. We believe the “Compensation Actually Paid” in 2023, 2024 and 2025 reflects our pay for performance culture. The Compensation Committee evaluates performance over multiple years. While our Net Income, Adjusted EBITDA*, and TSR declined in fiscal year 2025, we believe the Company’s cumulative financial performance over the four-year measurement period remains aligned with executive compensation actually paid. 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 Adjusted Diluted Earnings per Share*, Free Cash Flow as a percent of Net Sales*, Adjusted EBITDA* and Adjusted ROIC*, 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 for years 2024 and prior 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.
DESCRIPTION OF PAY VERSUS PERFORMANCE
| * Free Cash Flow as a percent of Net Sales, Adjusted EBITDA and Adjusted 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. |
DESCRIPTION OF PAY VERSUS PERFORMANCE
| 58 | MASTERBRAND • 2026 PROXY STATEMENT |