DEF 14A of MasterBrand, Inc., Apr 22, 2024

DEF 14A of MasterBrand, Inc.

Filed Apr 22, 2024 · FY20230001213900-24-034941

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | Name | Primary Occupation | Age | Director Since | Independent | AC | CC | NESG | | Class II Director Nominees | | | | | | | | | David D. Petratis (Non-Executive Chair) | Former President and Chief Executive Officer, Allegion plc | 66 | 2022 | | | | | | Juliana L. Chugg | Former Executive Vice President and Chief Brand Officer, Mattel, Inc. | 56 | 2022 | | | | | | Patrick S. Shannon | Former Chief Financial Officer, Allegion plc | 61 | 2024 | | | | | | Class III Directors — Terms Expiring in 2025 | | | | | | | | | Jeffery S. Perry | Founder and Chief Executive Officer, Lead Mandates LLC | 58 | 2022 | | | | | | Robert C. Crisci | Chief Financial Officer, Lineage, Inc. | 48 | 2022 | | | | | | Class I Directors — Terms Expiring in 2026 | | | | | | | | | R. David Banyard, Jr. | Chief Executive Officer, MasterBrand, Inc. | 55 | 2022 | | | | | | Ann Fritz Hackett | Former Strategy Consulting Partner and Co-Founder, Personal Pathways, LLC | 70 | 2022 | | | | |

  3. Board of Directors

    Data as of April 22, 2024. AC = Audit Committee; CC = Compensation Committee; NESG = Nominating, Environmental, Social and Governance Committee

  4. Board of Directors

    | | Chairperson | | Member |

  5. Board of Directors

    | | 5 |

  6. Our Director Nominees

    Our Director Nominees Our Board and the Nominating, Environmental, Social 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 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, 2024.

  7. Our Director Nominees

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

  8. Our Director Nominees

    | | 9 |

  9. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

  10. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | Age: 66 Director Since: December 2022 Board Committees: Audit Independent | David D. Petratis Experience David D. Petratis serves as our Non-Executive Chair. Mr. Petratis served as President and Chief Executive Officer of Allegion plc (NYSE: ALLE), a global provider of security products and solutions, from July 2013 through July 2022. Mr. Petratis was also Chair of the board of directors of Allegion plc from July 2013 to his retirement in December 2022. Prior to his role at Allegion plc, Mr. Petratis served as Chair, President and Chief Executive Officer of Quanex Building Products Corporation (NYSE: NX), a manufacturer of engineered material and components for the building products markets, from 2008 to 2013 and held prior senior leadership roles at Schneider Electric, MGE UPS Systems Americas and Square D Company. Mr. Petratis currently serves as a member of the board of directors of Sylvamo Corporation (NYSE: SLVM) and CraneNXT (NYSE: NXT). Additionally, Mr. Petratis served eight years on the Gardner Denver, Inc. corporate board, and he is on the University of Northern Iowa Business Executive Advisory Board. Mr. Petratis has a B.A. in industrial management from the University of Northern Iowa and received his M.B.A. from Pepperdine University. Skills and Qualifications We believe Mr. Petratis’ extensive global industrial management experience serving as Chair and CEO of two publicly-traded companies, coupled with his leadership experience at Allegion plc and his experience in driving growth through acquisitions and research and development to drive productivity, qualifies him to serve on our Board. |

  11. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | 10 | |

  12. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | Age: 56 Director Since: December 2022 Board Committees: Audit Compensation Independent | Juliana L. Chugg Experience Ms. Chugg is the retired Executive Vice President and Chief Brand Officer of Mattel, Inc. (NASDAQ: MAT), a leading global toy company and owner of a portfolio of children’s and family entertainment franchises, a position she held from 2015 through 2018. Prior to that, she served as Partner of Noble Endeavors LLC during 2015. Ms. Chugg has also served in various leadership roles at General Mills, Inc. (NYSE: GIS) and its predecessor, Pillsbury, from 1996 through 2014, including serving as Senior Vice President of General Mills, Inc. and President of the Meals division from 2010 through 2014. Ms. Chugg has served on the board of directors of Darden Restaurants, Inc. (NYSE: DRI) since March 2022. Ms. Chugg has also served on the board of directors of V. F. Corporation (NYSE: VFC) since 2009. Ms. Chugg previously served as a director of Kontoor Brands, Inc. (NYSE: KTB) from May 2019 until November 2021, as a director of Caesars Entertainment Corporation from December 2018 to July 2020 and as a director of H.B. Fuller Company (NYSE: FUL) from April 2007 until January 2013. Ms. Chugg has a Bachelor’s of Business, with a major in Marketing from the University of South Australia. Skills and Qualifications We believe Ms. Chugg’s extensive experience leading major functions and divisions of large publicly-traded companies and her service on the board of directors of other publicly-traded companies qualifies her to serve on our Board. |

  13. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | | 11 |

  14. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | Age: 61 Director Since: March 2024 Board Committees: Audit Compensation Independent | Patrick S. Shannon Experience Mr. Shannon is the retired Chief Financial Officer of Allegion plc (NYSE: ALLE), a global provider of security products and solutions, where he served from 2013 until 2022. Prior to his position as Chief Financial Officer at Allegion plc, Mr. Shannon spent 11 years in various leading finance roles at Ingersoll Rand (NYSE: IR) and previously served as Chief Financial Officer of AGCO Corporation (NYSE: AGCO), a global manufacturer and distributor of agricultural equipment, for two years after several years of progressive roles in accounting, controls and international finance. Prior to AGCO, Mr. Shannon was a Senior Auditor for Arthur Andersen LLC. Mr. Shannon serves on the board of directors of Astec Industries Inc. (Nasdaq: ASTE). Mr. Shannon received his Bachelor’s of Business Administration, with a major in accounting, from the University of Georgia and received an M.B.A from Mercer University. Skills and Qualifications We believe Mr. Shannon’s experience as Chief Financial Officer of two large, publicly-traded companies coupled with his extensive experience leading strategy, M&A and business transformation as well as his service on the board of directors of another publicly-traded company qualifies him to serve on our Board. |

  15. CLASS II DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

    | 12 | |

  16. CLASS III DIRECTORS — TERMS EXPIRING IN 2025

    CLASS III DIRECTORS — TERMS EXPIRING IN 2025

  17. CLASS III DIRECTORS — TERMS EXPIRING IN 2025

    | Age: 58 Director Since: December 2022 Board Committees: Compensation Nominating, Environmental, Social and Governance (Chair) Independent | Jeffery S. Perry Experience Since 2020, Mr. Perry has been the Founder and Chief Executive Officer of Lead Mandates LLC, a business and leadership advisory firm. Prior to founding Lead Mandates LLC, from 2004 to 2020, Mr. Perry held several senior positions with Ernst & Young LLP, including serving as Americas Operational Transaction Services Practice Leader and Global Client Service Partner for major Consumer Products accounts. Before joining Ernst & Young in 2004, Mr. Perry held leadership positions with AT Kearney Inc., including co-leading its North America Merger Integration services. Mr. Perry has served on the board of directors of Fortune Brands Innovations (NYSE: FBIN) since 2020. Since 2021, Mr. Perry has also served on the board of directors of Equitable Funds, an investment company registered under the Investment Company Act of 1940. Mr. Perry holds a B.S. in Marketing/Quantitative Methods from Babson College and an M.B.A. from Harvard Business School. Skills and Qualifications We believe Mr. Perry is qualified to serve on our Board because of his experience in business integration, stemming from his experiences working as a Global Client Service Partner at Ernst & Young and his extensive experience as a strategic, operational and financial advisor helping boards of directors and management teams. We also believe that, as a director of Fortune Brands, Mr. Perry’s familiarity with MasterBrand provides continuity. |

  18. CLASS III DIRECTORS — TERMS EXPIRING IN 2025

    | | 13 |

  19. CLASS III DIRECTORS — TERMS EXPIRING IN 2025

    | Age: 48 Director Since: December 2022 Board Committees: Audit (Chair) Nominating, Environmental, Social and Governance Independent | Robert C. Crisci Experience Mr. Crisci currently serves as the Chief Financial Officer for Lineage, Inc. Lineage is the world’s largest temperature-controlled industrial REIT with a global network of over 450 strategically located facilities totaling nearly 3 billion cubic feet of capacity. Lineage’s operations span 20 countries across North America, Europe and Asia-Pacific. Mr. Crisci previously served as Chief Financial Officer of Roper Technologies, Inc. (Nasdaq: ROP) from 2017 until January 2023. Mr. Crisci joined Roper Technologies, Inc. in 2013 as Vice President, Finance and Investor Relations and led the company’s financial planning and analysis and investor relations activities. Prior to joining Roper Technologies, Inc., Mr. Crisci served in various roles across investment banking, consulting and finance. Mr. Crisci’s prior experience includes positions at Morgan Keegan, VRA Partners, Devon Value Advisers and Deloitte & Touche. Mr. Crisci holds a B.A. in Economics from Princeton University and an M.B.A. from Columbia Business School. Skills and Qualifications We believe Mr. Crisci’s experience serving as Chief Financial Officer of two large companies, including a public company with a strong track record of creating exceptional shareholder value, coupled with his experience as an investment banker and consultant primarily focused on industrial markets, including building products, qualifies him to serve on our Board. |

  20. CLASS III DIRECTORS — TERMS EXPIRING IN 2025

    | 14 | |

  21. CLASS I DIRECTORS — TERMS EXPIRING IN 2026

    CLASS I DIRECTORS — TERMS EXPIRING IN 2026

  22. CLASS I DIRECTORS — TERMS EXPIRING IN 2026

    | Age: 55 Director Since: December 2022 | R. David Banyard, Jr. Experience Mr. Banyard serves as President and Chief Executive Officer of MasterBrand. He has served in this role since December of 2022. Mr. Banyard has served on the board of directors of WK Kellogg Co. (NYSE: KLG) since 2023 and is Chair of the 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. (NYSE: 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. Skills and Qualifications Mr. Banyard’s leadership as President and CEO of MasterBrand provides him with deep knowledge of the cabinets industry, 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 provides him with the skillset and valuable knowledge to be able to contribute significant insight into strategic, management and operational matters to our Board. |

  23. CLASS I DIRECTORS — TERMS EXPIRING IN 2026

    | | 15 |

  24. CLASS I DIRECTORS — TERMS EXPIRING IN 2026

    | Age: 71 Director Since: December 2022 Board Committees: Nominating, Environmental and Social Governance Compensation (Chair) Independent | Ann Fritz Hackett Experience Ann Fritz Hackett is a former Strategy Consulting Partner. From 2015 until her retirement in January 2020, Ms. Hackett was a Partner and Co-Founder of Personal Pathways, LLC, a technology company providing web-based enterprise collaboration platforms. Prior to Ms. Hackett’s role at Personal Pathways, LLC, she was President of Horizon Consulting Group, LLC, a strategy consulting firm founded by Ms. Hackett in 1996, developing corporate and business strategies for global consumer product and service companies and providing innovative human capital initiatives. Ms. Hackett has served on the board of directors of Fortune Brands Innovations (NYSE: FBIN) since 2011 and has also served on the board of directors of Capital One Financial Corporation (NYSE: COF) since 2004, where she is currently lead director and Chair of the Governance and Nominating Committee. Ms. Hackett graduated from Dartmouth College with a degree in Mathematics and earned her M.B.A. from Stanford University. Skills and Qualifications Ms. Hackett’s deep expertise in the cabinets business stemming from her tenure on the board of directors of Fortune Brands will allow Ms. Hackett to provide valuable insight to our Board. Ms. Hackett also has extensive experience in strategy, risk management, transformation, change management, talent management, technology and significant corporate governance and board experience, which we believe will assist us as a public company and qualifies Ms. Hackett to serve on our Board. |

  25. Director Nomination Process

    Director Nomination Process Our Nominating, Environmental, Social and Governance Committee identifies and carefully considers potential new candidates and makes recommendations to our Board for nominations. The Nominating, Environmental, Social and Governance Committee uses a third-party national search firm to assist in identifying and assessing candidates. Among other factors, we consider the Company’s industry, each candidate’s personal and professional responsibilities and experiences, diversity, including diversity of experiences, qualifications, attributes, and skills, along with directors’ self-identified characteristics, such as gender, race, and ethnicity. The Nominating, Environmental, Social and Governance Committee will consider director candidates duly recommended by a shareholder in the same manner as all other candidates recommended by other sources. Shareholders may submit director nominees for inclusion in our proxy statement if the shareholder(s) and the nominee(s) meet the requirements in our Bylaws and federal securities laws. See “Submission of Shareholder Proposals or Nominations” below for more information.

  26. Director Nomination Process

    | 16 | |

  27. Board Diversity and Public Company Experience

    Board Diversity and Public Company Experience Our Board is committed to building a group of directors with diverse experiences and backgrounds. Our Corporate Governance Principles state that our Nominating, Environmental, Social, and Governance Committee should consider diversity as one factor among many when determining director qualifications. Consistent with these Corporate Governance Principles, our Board’s policy is that our Nominating, Environmental, Social, and Governance Committee may consider, as part of its search for director candidates, diversity of experiences, qualifications, attributes, and skills, along with directors’ self-identified characteristics, such as gender, race, and ethnicity. Given that we only recently became a standalone public company, our Board members are relatively short-tenured in their service to MasterBrand, but most have extensive experience in serving on other public company boards. All of our directors have served on our Board since the Separation in 2022, other than our new director Patrick S. Shannon, who was appointed to the Board in 2024. Additionally, Jeffery Perry has served as a director of Fortune Brands since 2020, and Ann Fritz Hackett has served as a director of Fortune Brands since 2011. Our Corporate Governance Principles state that there is no limit on the number of terms for which a director may be elected, and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Principles generally require directors to retire at the Annual Meeting following such director’s 75th birthday, subject to the Board’s ability to waive the retirement age in certain cases if it believes that doing so is in the best interests of the Company’s shareholders. As of April 22, 2024, all of our directors were younger than 75 years of age. The following figures highlight the diversity and public company board experience of our Board:

  28. 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) | $135,000 | | Chair of the Audit Committee Fee | $20,000 | | Chair of the Nominating, Environmental, Social and Governance Committee and Compensation Committee Fee | $15,000 | | Board Chair Fee | $110,000 |

  29. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION The following table shows information regarding the compensation earned or paid during 2023 to Non-Employee Directors who served on our Board during the year.

  30. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David D. Petratis | $210,000 | $199,726 | $409,726 | | Ann Fritz Hackett | $115,000 | $199,726 | $314,726 | | Jeffery S. Perry | $115,000 | $199,726 | $314,726 | | Juliana L. Chugg | $100,000 | $199,726 | $299,726 | | Robert C. Crisci | $120,000 | $199,726 | $319,726 |

  31. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) Awards to our non-employee directors of restricted stock units generally vest one year after the date of grant. Following the Separation in 2022, the Compensation Committee approved a proration methodology applicable for 2022 for the annual $135,000 restricted stock unit award for non-employee directors, whereby the restricted stock unit award would be prorated for the number of days of service in the year following the Separation. The Compensation Committee granted the prorated awards for 2022 during 2023. Therefore, amounts reflected in this column include the full restricted stock unit award for 2023 plus $64,726, which represents the prorated restricted stock unit award attributable to 2022.

  32. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 32 | |

  33. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    This section describes the experience and other attributes, as of April 22, 2024, 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.

  34. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Andrea H. Simon – Executive Vice President and Chief Financial Officer | | Andrea H. Simon, age 48, serves as our Executive Vice President and Chief Financial Officer. Ms. Simon served as Executive Vice President and Chief Financial Officer of Fortune Brands’ Cabinets segment from 2020 until the Separation in 2022. Prior to joining Fortune Brands’ Cabinets segment, from August 2019 to September 2020, Ms. Simon was the President of Weir Pressure Control North America of The Weir Group PLC (LON: WEIR) where she had responsibility for designing and executing a profitability turnaround plan of the company’s wellhead and valve business and served as the Vice President of Finance & IT of the Oil & Gas division of The Weir Group PLC from July 2014 to August 2019, where she had responsibility for finance, strategy, IT, real estate and global China sourcing for the Group’s global business. From June 2008 to June 2014, Ms. Simon served in a variety of other progressive positions throughout her time at The Weir Group PLC. Prior to joining The Weir Group PLC, Ms. Simon served as the Director of Internal Audit and Sarbanes-Oxley Compliance and then as the International Products Group Controller for Briggs & Stratton Corporation (former NYSE: BGG). Ms. Simon started her career as a CPA performing business assurance services at Arthur Andersen, LLC. Ms. Simon holds a B.S. in Accounting and an M.B.A. from Marquette University. | | Navi Grewal – Executive Vice President and Chief Digital and Technology Officer | | Navi Grewal, age 50, 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. |

  35. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 33 |

  36. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Andrean R. Horton – Executive Vice President, Chief Legal Officer and Secretary | | Andrean R. Horton, age 50, serves as our Executive Vice President, Chief Legal Officer and Secretary. Ms. Horton served as Executive Vice President and Chief Legal Officer of Fortune Brands’ Cabinets segment from September 2022 until the Separation. Prior to joining Fortune Brands’ Cabinets segment, from September 2021 to August 2022, Ms. Horton was a Partner and Chief Legal Officer of Dealer Tire Holdings, LLC, an international distributor of tires and accessories, where she led the legal team and was responsible for the organization’s general and commercial legal matters. Prior to Ms. Horton’s time at Dealer Tire, she served as Executive Vice President, Chief Legal Officer and Secretary at Myers Industries, Inc. (NYSE: MYE) from October 2018 to June 2021 where she led the company’s legal department and also served as Interim President and Chief Executive Officer from October 2019 to April 2020 during a period of leadership transition. Prior to Ms. Horton’s time at Myers Industries, Inc., from December 2010 to August 2018, she worked at A. Schulman, Inc., a manufacturer and supplier of plastic compounds and resins (former NASDAQ: SHLM) where she held various positions in its legal department, including serving as Executive Vice President, Chief Legal Officer and Secretary from August 2016 to August 2018. Prior to that, Ms. Horton held various leadership roles, including Vice President, Legal and Regulatory Compliance with YRC Worldwide, Inc. and General Counsel & Corporate Secretary at The Bartech Group, Inc. Ms. Horton holds a B.A. in Political Science from the University of Michigan and a J.D. from Case Western Reserve University School of Law. | | Bruce A. Kendrick – Executive Vice President and Chief Human Resources Officer | | Bruce A. Kendrick, age 58, serves as our Executive Vice President and Chief Human Resources Officer. Mr. Kendrick served as Executive Vice President of Human Resources of Fortune Brands’ Cabinets segment from March 2018 until the Separation in 2022. Prior to joining Fortune Brands’ Cabinets segment, from 2015 to March 2018, Mr. Kendrick was Vice President of Human Resources at ContiTech USA, Inc., a division of Continental AG, a manufacturer of highly engineered rubber, elastomer and technical solutions for industrial and automotive markets globally, where he had responsibility for human resources for the Americas region. Prior to Mr. Kendrick’s time at ContiTech USA, Inc., he held a variety of human resource leadership roles in companies such as Goodyear and Veyance Technologies. Mr. Kendrick holds a B.S. in Business Administration with a concentration in Human Resources from Nebraska Wesleyan University. | | Kurt Wanninger – Executive Vice President and Chief Operations Officer | | Kurt Wanninger, age 64, has served as Executive Vice President & Chief Operations Officer since 2023. Previously, he held the role of Executive Vice President and General Manager of Stock operations at MasterBrand since 2020. He has held progressive leadership roles throughout his twenty-two year career in the cabinet industry. Mr. Wanninger has worked for MasterBrand twice in his career. Initially, he served as the Executive Vice President of Operations leading the supply chain for six years prior to leaving to join Norcraft Companies. At Norcraft, he was President of Mid Continent Cabinetry, a division of Norcraft for nine years. After the acquisition of Norcraft by MasterBrand, Mr. Wanninger held the position of Norcraft Companies President, Executive Vice President of Semi-Custom Operations. Mr. Wanninger also served as General Manager for Electrolux in their Laundry and Outdoor Products divisions. Early in his career, Mr. Wanninger spent eighteen years as a tier one supplier to the automotive industry in various levels of responsibilities from Supervisions, Safety, Human Resources to General Management. Mr. Wanninger holds an AS in operations management from Iowa Western and a B.S. in business administration from Bellevue University. |

  37. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 34 | |

  38. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Mark A. Young – Vice President and Chief Accounting Officer | | Mark A. Young, age 47 serves as our Vice President and Chief Accounting Officer. Mr. Young served as Vice President, Accounting of Fortune Brands’ Cabinets segment, MasterBrand Cabinets, LLC (“MBC LLC”) from June 2022 until the Separation. Prior to joining MBC LLC, from July 2019 to May 2022, Mr. Young was Vice President and Chief Accounting Officer of Cooper Tire & Rubber Company (former NYSE: CTB), where he had responsibility for SEC reporting and the global accounting function and served as Director of External Reporting from February 2015 to July 2019 as the company’s principal accounting officer. From July 2010 to February 2015, Mr. Young served as Manager of Financial Accounting at Cooper Tire & Rubber Company. Prior to joining Cooper Tire & Rubber Company, Mr. Young worked for Ernst & Young LLP for 11 years, where he was Senior Manager for the two years prior to his departure. Mr. Young holds a bachelor’s degree in Accounting from the University of Toledo and is a Certified Public Accountant. |

  39. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 35 |

  40. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Proposal No. 2: Advisory Resolution to Approve Executive Compensation of the Company’s Named Executive Officers |

  41. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, the Company seeks your vote to approve, on an advisory basis, the compensation of the Company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote). At our annual meeting of shareholders in 2023, a majority of our shareholders voted, consistent with the recommendation of our Board, to hold an annual say-on-pay vote. This annual say-on-pay vote will continue unless our shareholders vote, at our annual meeting of shareholders in 2029, to approve a different frequency of say-on-pay voting. The Board believes that an annual say-on-pay vote allows our shareholders to provide us with regular, direct input on our executive compensation philosophy, policies and practices as disclosed in our annual proxy statement, and is consistent with our practice of recurrent engagement with our shareholders on our performance, long-term strategy, governance, and other related matters. As described in detail under the heading “Compensation Discussion and Analysis” in this Proxy Statement, we seek to link a significant portion of executive officer compensation with the Company’s performance. The Company’s compensation programs are designed to reward the Company’s executive officers for the achievement of short-term and long-term financial goals, while minimizing excessive risk taking. We seek to align our executive compensation program with the long-term interests of shareholders. The Company urges you to read the Compensation Discussion and Analysis section of this Proxy Statement for additional details on executive compensation programs, including compensation philosophy and objectives and the compensation of named executive officers during fiscal year 2023. The vote on this proposal is not intended to address any specific element of compensation. The vote relates to all compensation relating to the Company’s named executive officers, as described in this Proxy Statement. The vote is advisory and is not binding on the Company, the Board, or the Compensation Committee, and will not be construed as overruling a decision by, or creating or implying any additional fiduciary duty for, the Company, the Board, or the Compensation Committee. However, the Board and the Compensation Committee value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions and policies regarding the Company’s executive officers.

  42. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 36 | |

  43. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    Accordingly, the Board and management ask shareholders to approve the following resolution at the Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement.” The next “say on pay” advisory vote will occur at our 2025 annual meeting.

  44. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Recommendation of the Board The Board unanimously recommends a vote “FOR” approval of the executive compensation of the Company’s named executive officers. |

  45. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | | 37 |

  46. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    Our management team is comprised of individuals with diverse skillsets and backgrounds who were selected to drive our strategy. We believe the attributes of our management team are critical to our success and include: ● Strong manufacturing backgrounds ● Advantaged mix of industry veterans and experienced executives from adjacent industries ● Experience driving business transformation, growth, and a diverse and winning culture ● Diverse management team ● Strong industry and market knowledge This Compensation Discussion & Analysis (“CD&A”) describes MasterBrand’s executive compensation program and explains how the Compensation Committee made compensation decisions for the following NEOs in 2023:

  47. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | ● R. David Banyard, Jr., President, Chief Executive Officer and Director | | ● Andrea H. Simon, Executive Vice President and Chief Financial Officer | | ● Navi Grewal, Executive Vice President and Chief Digital and Technology Officer | | ● Andrean R. Horton, Executive Vice President, Chief Legal Officer and Secretary | | ● Kurt W. Wanninger, Executive Vice President and Chief Operations Officer |

  48. 2023 COMPENSATION HIGHLIGHTS

    | Pay Element | Purpose and Fiscal Year 2023 Performance Metrics | | Base Salary | Fixed level of cash compensation designed to attract and retain talent | | Annual Incentive Plan | Variable cash compensation based on short-term (annual) performance targets designed to recognize annual financial and operating performance The performance metrics were: ● Diluted Earnings Per Share (50% weighting) ● Free Cash Flow as a Percent of Net Sales (50% weighting) | | Long-Term Equity Awards | Variable equity compensation is composed of two equity vehicles, 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 2023-2025 performance period were: ● 3-year cumulative Adjusted EBITDA (50% weighting) ● 3-year average Adjusted Return on Invested Capital (50% weighting) ● Time-based Restricted Stock Units (RSUs), which vest in three equal annual installments, beginning on the first anniversary of the grant date |

  49. Philosophy of the Executive Compensation Program

    Our Compensation Committee’s Purpose and Duties The purpose of our Compensation Committee is to fulfill the responsibilities of our Board relating to the compensation of our NEOs and other executive officers. Our Compensation Committee’s goal is to ensure that our executives are compensated in a manner that is consistent with competitive practices, our Company and individual performance. Our Compensation Committee is also responsible for overseeing the development of our compensation principles and philosophy. Our Compensation Committee’s Use of an Outside Consultant Our Compensation Committee directly retains WTW as its independent compensation consultant to provide advice, recommendations, and executive compensation market data. WTW reviews and provides advice regarding our compensation policies, compensation peer group, executive compensation market trends and regulatory updates. In addition, WTW performs a compensation risk assessment. Process for Benchmarking Compensation Our Compensation Committee believes compensation decisions are complex and require a deliberate review of company performance, market compensation levels, individual performance, impact on results, and experience. Our forms of compensation are considered using tools such as market data to review the form and value delivered by each component of compensation. When evaluating NEO compensation, the Compensation Committee generally seeks to establish total target compensation, base salary, and target incentives near the median of market data provided by WTW. The Compensation Committee may, however, determine from time to time that it is appropriate for a NEO’s total target compensation or any element of compensation to deviate from the median of the market data. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position to MasterBrand, individual performance, possession of unique skill or knowledge set, proven leadership capabilities, internal pay equity and retention. Our Compensation Committee reviews recommendations from WTW on a peer group of companies about which competitive compensation data is obtained. The methodology for recommending a peer group includes consideration of companies in MasterBrand’s industry and adjacent industries with revenue and market capitalization similar to MasterBrand. In connection with establishing executive compensation for fiscal 2023, our Compensation Committee worked with WTW in the peer group development process. Consistent with WTW’s recommendations, our Compensation Committee approved, maintaining the same peer group for fiscal 2024 as for fiscal 2023.

  50. Philosophy of the Executive Compensation Program

    | MasterBrand Peer Group | | | | • American Woodmark Corporation • The AZEK Company Inc. • Carlisle Companies Incorporated • Griffon Corporation • HNI Corporation • James Hardie Industries plc | • JELD-WEN Holding, Inc. • La-Z-Boy Incorporated • Leggett & Platt, Incorporated • Lennox International Inc. • Masco Corporation • Masonite International Corporation • MillerKnoll, Inc. | • Patrick Industries, Inc. • PGT Innovations, Inc. • RH • Sleep Number Corporation • Steelcase Inc. • Tempur Sealy International, Inc. |

  51. 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 Annual Incentive Plan and PSA payouts are capped at 200% of target ✔ Double-trigger on change in control severance benefits are payable upon a change in control only if there is also a qualifying termination of employment. Our equity award agreements also include double-trigger provisions ✔ Mandatory and discretionary clawback policies The Company must recover all or part of incentive compensation under the mandatory policy upon a triggering event and may seek recovery under the discretionary policy in certain other circumstances ✔ Robust stock ownership guidelines for NEOs and senior management ✔ Independent compensation consultant 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 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 |

  52. Types and Amounts of NEO Compensation Awarded in 2023

    Types and Amounts of NEO Compensation Awarded in 2023 As part of 2023 annual target compensation, we provided fixed (base salary), time-based (Restricted Stock Units) and variable (Annual Incentive Plan and Performance Share Awards) compensation to the NEOs. A significant portion of annual target compensation awarded to our NEOs is at-risk, because it depends on pre-determined performance goals, including stock price. As a result, the amount of compensation actually paid to an NEO may significantly vary from the NEO’s target compensation. The following charts show each element of 2023 annual target compensation, including the mix of short-term and long-term incentives, as well as the amount of pay-at-risk for the CEO and the average for the other continuing NEOs. These charts illustrate annual target compensation.

  53. Annual Incentive Plan

    Annual Incentive Plan Our Annual Incentive Plan (“AIP”) reinforces a pay-for-performance culture focused on our annual financial and operational results. The Annual Incentive Plan establishes performance targets as a percentage of base salary for each NEO at a level designed to be appropriate and commensurate with each NEO’s position based on the market assessment. The target percentages for our NEOs were as follows:

  54. Annual Incentive Plan

    | Named Executive Officer | 2023 Target % of Salary | | R. David Banyard, Jr. | 120% | | Andrea H. Simon | 70% | | Navi Grewal | 60% | | Andrean R. Horton | 60% | | Kurt W. Wanninger | 60% |

  55. Annual Incentive Plan

    In 2023, our Compensation Committee approved Diluted Earnings Per Share and Free Cash Flow as a percent of Net Sales as metrics for the Annual Incentive Plan to instill a focus on earnings and cash flow. The measures and weightings of such metrics were:

  56. Annual Incentive Plan

    | Measure | Weighting | | Diluted Earnings per Share | 50% | | Free Cash Flow as a percent of Net Sales | 50% |

  57. Annual Incentive Plan

    We established a rigorous goal-setting process to set challenging performance goals under the Annual Incentive Plan based on our annual operating plan and a Monte Carlo statistical analysis. The Monte Carlo statistical analysis is used to help determine the likelihood of potential levels of performance. The Compensation Committee reviewed the target performance goals and actual results for prior years, the expected growth rate in the home products market, our three-year operating plan, key assumptions relating to share gains, pricing, material inflation, and productivity, and best practice recommendations of our compensation consultant. Diluted Earnings per Share and Free Cash Flow as a percent of Net Sales were the performance metrics used, with each receiving 50% weight.

  58. Annual Incentive Plan

    | | 43 |

  59. Annual Incentive Plan

    The following table sets forth the minimum (25% payout of target), target (100% payout of target), and maximum (200% payout of target) financial performance measures, the actual performance results, the percentage payout, and the amount paid to each NEO for the 2023 awards.

  60. Annual Incentive Plan

    | 2023 Annual Incentive Plan Performance Goals and Results | | | | | | | | | Performance Levels and Goals | | | | Results and Awards | | | | | Performance and Weighting Metric | Minimum Performance | Target Performance | Maximum Performance | Actual Performance | AIP Performance | | Payout Percent of Target | | Diluted Earnings per Share (50%) | $0.66 | $1.16 | $1.57 | $1.40 | $1.51 | (1) | 158.1% | | Free Cash Flow as a percent of Net Sales* (50%) | 5.2% | 7.4% | 8.6% | 12.8% | 15.3 | %(2) | 200% | | | | | Total Weighted Score: | | | | 179.1% |

  61. Annual Incentive Plan

    (1) Diluted Earnings per Share for fiscal 2023 was $1.40, but the Compensation Committee chose to exercise positive discretion with respect to the short-term incentives to exclude the expense of unusual items generally outside of management’s control including restructuring charges, the impact of a tornado at our Jackson, GA facility, legal settlement, and defined benefit actuarial loss, resulting in a final Diluted Earnings per Share for fiscal 2023 of $1.51 for AIP performance payout purposes. (2) Free Cash Flow as a percent of Net Sales for fiscal 2023 was 12.8%, but the Compensation Committee chose to exercise positive discretion with respect to the short-term incentives to exclude unusual items generally outside of their control including restructuring charges, the impact of a tornado at our Jackson, GA facility, legal settlement, and certain payments to Fortune Brands, resulting in a final Free Cash Flow as a percent of Net Sales for fiscal 2023 of 15.3% for AIP performance payout purposes. * Free Cash Flow as a percent of Net Sales is a non-GAAP financial measure. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to comparable GAAP measures. For fiscal 2023, annual incentive award payments for each NEO are set forth in the following table:

  62. Annual Incentive Plan

    | Named Executive Officer | 2023 Cash Incentive Paid | | R. David Banyard, Jr. | $2,149,200 | | Andrea H. Simon | $626,850 | | Navi Grewal | $494,316 | | Andrean R. Horton | $510,435 | | Kurt W. Wanninger(1) | $537,300 |

  63. Annual Incentive Plan

    (1) Mr. Wanninger’s annual incentive performance target was established prior to and did not change following his previously described promotion to Chief Operations Officer; however, his annual incentive award was calculated based on his year-end salary.

  64. Annual Incentive Plan

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  65. Long-Term Equity Award Program

    Long-Term Equity Award Program Our Compensation Committee believes that equity compensation reinforces a pay for performance culture and aligns the interests of management with those of its shareholders. For 2023, our Long-Term Equity Award program delivered an equal mix of Restricted Stock Units and Performance Share Awards to incentivize enhancing long-term shareholder value. The allocation of the awards is based on dollar grant date fair value rather than the actual number of shares or units awarded. The allocation of value by award type is shown below: The table below highlights the value and number of awards granted to each of our NEOs:

  66. Long-Term Equity Award Program

    | Named Executive Officer | Performance Share Awards ($) | Restricted Stock Units ($) | 2023 Total Target Equity Award Value ($) | | R. David Banyard, Jr. | 1,900,000 | 1,900,000 | 3,800,000 | | Andrea H. Simon | 462,500 | 462,500 | 925,000 | | Navi Grewal | 275,000 | 275,000 | 550,000 | | Andrean R. Horton | 325,000 | 325,000 | 650,000 | | Kurt W. Wanninger(1) | 250,000 | 250,000 | 500,000 |

  67. Long-Term Equity Award Program

    (1) In connection with Mr. Wanninger’s previously described promotion, his 2023 Total Target Equity award increased from $375,000 to $500,000. Restricted Stock Units While our Compensation Committee adheres to an overall executive compensation program that values performance-based awards, our Compensation Committee also recognizes the importance of leadership retention and stock ownership. Therefore, 50% of our long-term incentive value for 2023 was delivered in service-based Restricted Stock Units. Restricted Stock Units granted in fiscal 2023 under the Long-Term Equity Award Program vest one-third each year, beginning on the first anniversary of the grant date. Performance Share Awards The 2023-2025 Performance Share Awards are subject to two performance targets, each accounting for 50% of the total opportunity. Specifically, 3-year Cumulative Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (or Adjusted EBITDA) and 3-year Average Adjusted Return On Invested Capital to emphasize the importance of delivering earnings and return on the capital consistent with our overall goals. We established a rigorous goal setting process to set challenging performance goals and ranges for the Performance Share Awards based on our strategic plan. In seeking to establish challenging

  68. Long-Term Equity Award Program

    | | 45 |

  69. Long-Term Equity Award Program

    performance goals and ranges, our Compensation Committee considered the expected growth rate in the home products market, the Company’s three-year operating plan, key assumptions relating to share gains, pricing, material inflation, and productivity, and best practice recommendations of our compensation consultant. The weighting of performance metrics is shown below: Conversion of Existing Performance Share Awards at Separation The Fortune Brands Compensation Committee approved the methodology to convert Performance Share Awards held by MasterBrand associates upon the Separation. All unvested Performance Share Awards were converted into time-based Restricted Stock Units based on projected performance results calculated based on actual performance from the beginning of the applicable performance period through the end of the fiscal quarter immediately preceding the Separation (or September 30, 2022) and expected performance through the remainder of the applicable performance period had the Separation not occurred. This treatment best-reflected performance since financial results are not able to be determined following the Separation. Each Performance Share Award was converted into a MasterBrand Restricted Stock Unit which will vest in accordance with the original vesting schedule. At the time of the Separation, there were three outstanding Performance Share Award performance cycles: 2020-2022, 2021-2023 and 2022-2024. The Performance Share Award performance achievement approved by the Fortune Brands Compensation Committee based on performance through September 30, 2022, and projected performance through the end of each performance period for each outstanding performance cycle was:

  70. Long-Term Equity Award Program

    | Performance Cycle | Approved Achievement | Vesting Date | | 2020 – 2022 | 200% | Vested December 31, 2022 | | 2021 – 2023 | 200% | Vested December 31, 2023 | | 2022 – 2024 | 82% | Vesting on December 31, 2024 |

  71. Long-Term Equity Award Program

    2021-2023 Performance Share Awards Payout In 2021, the Fortune Brands Compensation Committee awarded our participating NEOs with Performance Share Awards for the performance period from 2021 through 2023. The 2021-2023 Performance Share Awards were converted to MasterBrand Restricted Stock Units in connection with the Separation. At the conclusion of the 2021-2023 performance period, the following NEOs were participants in the performance period and received the following number of shares of our common stock based on the original vesting schedule:

  72. Long-Term Equity Award Program

    | Named Executive Officer | RSUs Earned | | R. David Banyard, Jr. | 199,481 | | Andrea H. Simon | 30,619 |

  73. Long-Term Equity Award Program

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  74. Severance and Change in Control Agreements

    Severance and Change in Control Agreements Our Compensation Committee approved a form of severance and change in control agreement (a “Severance Agreement”) for the NEOs of MasterBrand following the Separation. These agreements provide severance benefits in the event the executive’s employment is terminated either by MasterBrand for reasons other than disability or cause, or by the executive for good reason. 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 (or applicable business) 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 Internal Revenue Code of 1986, as amended. For the CEO, the severance pay consists of a severance amount equal to 24 months of base pay plus 2x the target annual bonus for the year in which the termination occurs. This severance amount is enhanced for a change in control to 36 months of base pay plus 3x the target annual bonus amount for the year in which the termination occurs. For all other NEOs, the severance pay consists of a severance amount equal to 12 months of base pay plus the target bonus amount for the year in which the termination occurs. This severance amount is enhanced for a change in control to 24 months of base pay plus 2x the target annual bonus amount for the year in which the termination occurs. As a part of severance, all NEOs are also entitled to a prorated payment under the Annual Incentive Plan, calculated on actual performance levels achieved and the amount of time worked during the performance period. In addition, all NEOs, including Mr. Banyard, receive an additional period of coverage under the health, life and accident insurance plans consistent with the amount of severance benefit, 12 months of outplacement benefits, and any company match to the 401(k) plan in an amount equal to what would have been contributed for 24 months for Mr. Banyard or 12 months for the other NEOs, if not within 24 months following a change in control, or 36 months for Mr. Banyard or 24 months for the other NEOs, if within 24 months following a change in control.

  75. Severance and Change in Control Agreements

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  76. Severance and Change in Control Agreements

    These agreements require NEOs to sign a release of legal claims against MasterBrand to receive any severance payments. The agreements provide that severance benefits 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 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 “2023 Potential Payments Upon Termination or Change in Control” table on page 57 below for further details regarding the Severance Agreements.

  77. 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.

  78. Employment Agreements

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  79. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  80. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year A | Salary ($)(1) B | Bonus ($)(2) C | Stock Awards ($)(3) D | Option Awards ($)(4) E | Non-Equity Incentive Plan Compensation ($)(5) F | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) G | All Other Compensation ($)(6) H | Total ($) I | | R. David Banyard, Jr. | 2023 | 1,000,000 | — | 3,799,993 | — | 2,149,200 | — | 152,407 | 7,101,600 | | Chief Executive Officer | 2022 | 754,943 | — | 4,926,079 | 449,168 | 623,100 | — | 78,253 | 6,831,543 | | | 2021 | 736,154 | — | 2,050,526 | 398,392 | 460,576 | — | 19,700 | 3,665,348 | | Andrea H. Simon | 2023 | 500,000 | — | 924,999 | — | 626,850 | — | 24,533 | 2,076,382 | | Executive Vice President and Chief Financial Officer | 2022 | 419,885 | 15,000 | 1,567,049 | 66,607 | 221,644 | — | 22,158 | 2,312,343 | | | 2021 | 410,000 | — | 320,726 | 61,139 | 159,490 | — | 18,384 | 969,740 | | Navi Grewal | 2023 | 460,000 | — | 550,003 | — | 494,316 | — | 35,948 | 1,540,267 | | Executive Vice President and Chief Digital and Technology Officer | 2022 | 410,577 | — | 901,773 | 60,554 | 212,259 | — | 16,202 | 1,601,365 | | | 2021 | 86,731 | 200,000 | 231,258 | — | 38,889 | — | 3,489 | 560,368 | | Andrean R. Horton | 2023 | 475,000 | — | 649,998 | — | 510,435 | — | 18,389 | 1,653,822 | | Executive Vice President and Chief Legal Officer | 2022 | 118,750 | 200,000 | 750,003 | — | 13,085 | — | 481 | 1,082,319 | | Kurt W. Wanninger | 2023 | 496,200 | — | 499,995 | — | 537,300 | — | 47,947 | 1,581,442 | | Executive Vice President and Chief Operations Officer | 2022 | 463,900 | — | 917,052 | 66,607 | 240,175 | — | 62,642 | 1,750,376 | | | 2021 | 456,462 | — | 292,129 | 55,589 | 195,574 | — | 68,857 | 1,068,611 |

  81. SUMMARY COMPENSATION TABLE

    (1) Salary: Base salaries shown for all NEOs represent the actual amount paid during the year. (2) Bonus: The amount listed in this column for Ms. Simon for 2022 is a cash bonus paid under Fortune Brands’ recognition program. In connection with the Separation, MasterBrand discontinued this program for NEOs. The amount listed in this column for Ms. Grewal in 2021 represents a cash sign-on bonus paid to Ms. Grewal in connection with her commencement of employment with the Company. The amount listed in this column for Ms. Horton in 2022 represents a cash sign-on bonus paid to Ms. Horton in connection with her commencement of employment with the Company. (3) Stock Awards: The amounts listed in this column represent the aggregate grant date fair values calculated in accordance with FASB ASC Topic 718 for RSUs and PSAs granted under MasterBrand’s 2022 Long-Term Incentive Plan. Additional details regarding the 2023 PSA grants can be found in the Grants of Plan-Based Awards table below. Amounts listed for 2022 and 2021 represent MasterBrand RSUs that were converted from Fortune Brands PSAs and RSUs in connection with the Separation, including adjustments made to preserve the fair value of such awards. Amounts also include the incremental fair value associated with the conversion of Fortune Brands PSA and RSU awards into MasterBrand RSU awards. For assumptions used in determining these values, see Note 17 to the consolidated financial statements of MasterBrand contained in MasterBrand’s Form 10-K for the year ended December 31, 2023 (the “MasterBrand Form 10-K”).

  82. SUMMARY COMPENSATION TABLE

    | | 51 |

  83. SUMMARY COMPENSATION TABLE

    The amounts included in this column for 2022 resulting from PSAs that were converted into MasterBrand RSUs in the Separation were originally granted as follows: assuming the highest level of performance is achieved, the maximum grant date fair value for the PSAs granted during 2022 would be: $2,225,062 for Mr. Banyard; $330,062 for Ms. Simon; $299,930 for Ms. Grewal; and $330,062 for Mr. Wanninger. At the Separation, these PSAs were converted into RSUs at a performance achievement level of 82% based on performance and projected performance through the remainder of the performance period, so maximum payout is no longer attainable. (4) Option Awards: The amounts listed in this column reflect the aggregate grant date fair values calculated in accordance with FASB ASC Topic 718 for stock options granted. The amounts included in this column represent options to purchase MasterBrand shares that were converted from options to purchase Fortune Brands stock in connection with the Separation, including adjustments made to preserve the fair value of such options. Amounts also include the incremental fair value associated with the conversion of such options. For assumptions used in determining these values, see Note 17 to the consolidated financial statements of MasterBrand contained in the MasterBrand Form 10-K. (5) Non-Equity Incentive Plans: This column lists amounts earned under the Annual Incentive Plan. (6) All Other Compensation: 2022 amounts were adjusted to include the receipt of dividend equivalents, which were not included in our 2023 Proxy Statement due to administrative error. 2023 amounts in this column include the following: (a) Mr. Banyard: A 401(k) match in the amount of $16,500, dividend equivalents in the amount of $108,018 earned on awards that were originally granted by Fortune Brands, converted into MasterBrand awards in connection with the Separation, and vested in 2023, and costs associated with the following perquisites: personal use of our corporate aircraft; an executive physical; and cybersecurity protection services. (b) Ms. Simon: A 401(k) match in the amount of $4,456 and costs associated with the following perquisites: product purchase credit. (c) Ms. Grewal: A 401(k) match in the amount of $14,151 and costs associated with the following perquisites: product purchase credit. (d) Ms. Horton: A 401(k) match in the amount of $15,587. (e) Mr. Wanninger: A 401(k) match in the amount of $16,022, dividend equivalents in the amount of $13,393, and costs associated with the following perquisites: product purchase credit.

  84. SUMMARY COMPENSATION TABLE

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  85. GRANTS OF PLAN-BASED AWARDS DURING 2023

    GRANTS OF PLAN-BASED AWARDS DURING 2023 The following table sets forth estimated information on fiscal 2023 payouts under equity incentive plan awards granted in fiscal 2023 to our NEOs under the equity incentive plans indicated in the table below. The terms and conditions applicable to these awards are described in “Compensation Discussion and Analysis.”

  86. GRANTS OF PLAN-BASED AWARDS DURING 2023

    | Name | Type of Grant(1) | Grant Date(2) | Estimated future payouts under non-equity incentive plan awards(3) | | | Estimated future payouts under equity incentive plan Awards(4) | | | All other stock awards: Number of shares of stock or units (#)(5) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | R. David Banyard, Jr. | | | | | | | | | | | | | | | ACI | 2/27/2023 | 300,000 | 1,200,000 | 2,400,000 | | | | | | | | | | PSA | 2/27/2023 | | | | 474,999 | 1,899,996 | 3,799,993 | | | | | | | RSU | 2/27/2023 | | | | | | | 191,339 | | | 1,899,996 | | Andrea H. Simon | | | | | | | | | | | | | | | ACI | 2/27/2023 | 87,500 | 350,000 | 700,000 | | | | | | | | | | PSA | 2/27/2023 | | | | 115,625 | 462,500 | 924,999 | | | | | | | RSU | 2/27/2023 | | | | | | | 46,576 | | | 462,500 | | Navi Grewal | | | | | | | | | | | | | | | ACI | 2/27/2023 | 69,000 | 276,000 | 552,000 | | | | | | | | | | PSA | 2/27/2023 | | | | 68,750 | 275,001 | 550,003 | | | | | | | RSU | 2/27/2023 | | | | | | | 27,694 | | | 275,001 | | Andrean R. Horton | | | | | | | | | | | | | | | ACI | 2/27/2023 | 71,250 | 285,000 | 570,000 | | | | | | | | | | PSA | 2/27/2023 | | | | 81,250 | 324,999 | 649,998 | | | | | | | RSU | 2/27/2023 | | | | | | | 32,729 | | | 324,999 | | Kurt W. Wanninger | | | | | | | | | | | | | | | ACI | 2/27/2023 | 75,000 | 300,000 | 600,000 | | | | | | | | | | PSA | 2/27/2023 | | | | 124,999 | 249,998 | 499,995 | | | | | | | RSU | 2/27/2023 | | | | | | | 25,176 | | | 249,998 |

  87. GRANTS OF PLAN-BASED AWARDS DURING 2023

    (1) “ACI” means cash granted under our Annual Incentive Plan. “RSU” means restricted stock unit award. “PSA” means performance share award. (2) Represents effective date for which values of the awards were approved by the Compensation Committee. (3) Represents the range of potential payments under our Annual Incentive Plan for fiscal 2023. The actual amount earned is disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (4) Represents the range of potential payments under our 2022 Long-Term Incentive Plan for fiscal 2023. (5) Represents RSUs awarded under our 2022 Long-Term Incentive Plan. (6) The value of RSUs reflects the grant date fair value under ASC Topic 718.

  88. GRANTS OF PLAN-BASED AWARDS DURING 2023

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  89. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table reflects the outstanding equity awards held by each NEO with respect to MasterBrand as of December 31, 2023. 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.

  90. Outstanding Equity Awards at 2023 Fiscal Year-End

    | OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock Held that Have Not Vested (#)(3) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | | R. David Banyard, Jr. | 287,600 | — | | 8.58 | 2/24/2030 | 1,009,524 | 14,991,431 | 191,339 | 2,841,384 | | | 79,498 | — | | 10.28 | 12/7/2030 | | | | | | | 118,034 | 59,029 | | 10.76 | 2/22/2031 | | | | | | | 57,808 | 115,616 | | 10.75 | 2/28/2032 | | | | | | Andrea H. Simon | 18,111 | 9,062 | | 10.76 | 2/22/2031 | 275,194 | 4,086,631 | 46,576 | 691,654 | | | 8,572 | 17,145 | | 10.75 | 2/28/2032 | | | | | | Navi Grewal | 7,788 | 15,592 | | 10.75 | 2/28/2032 | 147,025 | 2,183,321 | 27,694 | 411,256 | | Andrean R. Horton | | | | | | 127,907 | 1,899,419 | 32,729 | 486,026 | | Kurt W. Wanninger | 14,791 | — | | 5.94 | 2/21/2029 | 166,424 | 2,471,396 | 25,176 | 373,864 | | | 23,962 | — | | 8.58 | 2/24/2030 | | | | | | | 16,469 | 8,237 | | 10.76 | 2/22/2031 | | | | | | | 8,572 | 17,145 | | 10.75 | 2/28/2032 | | | | |

  91. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Each outstanding stock option that was exercisable on December 31, 2023 is listed in this column. (2) Each outstanding stock option that was not yet exercisable on December 31, 2023 is listed in this column. Generally, stock options vest in three equal annual installments, subject to continued employment through the applicable vesting dates. The chart below reflects the number of outstanding stock options that will vest during each of 2024, 2025 and 2026 (assuming each NEO’s continued employment through the applicable vesting date):

  92. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of Options Vesting by Year | | | | | 2024 | 2025 | 2026 | | R. David Banyard, Jr. | 116,837 | 57,808 | — | | Andrea H. Simon | 17,634 | 8,573 | — | | Navi Grewal | 7,796 | 7,796 | — | | Andrean R. Horton | — | — | — | | Kurt W. Wanninger | 16,809 | 8,573 | — |

  93. Outstanding Equity Awards at 2023 Fiscal Year-End

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  94. Outstanding Equity Awards at 2023 Fiscal Year-End

    (3) Each outstanding RSU that had not yet vested as of December 31, 2023 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 2024, 2025 and 2026 (assuming each NEO’s continued employment through the applicable vesting date):

  95. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | Number of RSUs Vesting by Year | | | | | 2024 | 2025 | 2026 | | R. David Banyard, Jr. | 538,316 | 407,428 | 63,780 | | Andrea H. Simon | 140,101 | 119,567 | 15,526 | | Navi Grewal | 67,154 | 70,639 | 9,232 | | Andrean R. Horton | 58,498 | 58,499 | 10,910 | | Kurt W. Wanninger | 87,133 | 70,899 | 8,392 |

  96. Outstanding Equity Awards at 2023 Fiscal Year-End

    (4) This column reflects the value of the outstanding RSUs that have not yet vested using the December 31, 2023 closing price of MasterBrand’s common stock of $14.85. (5) Represents each outstanding PSA that had not yet vested as of December 31, 2023. (6) This column reflects the value of the PSAs using the December 31, 2023 closing price of MasterBrand’s common stock of $14.85.

  97. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  98. 2023 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. | — | — | 287,718 | 2,617,310 | | Andrea H. Simon | — | — | 15,047 | 159,766 | | Navi Grewal | — | — | 10,332 | 111,271 | | Andrean R. Horton | — | — | — | — | | Kurt W. Wanninger | — | — | 39,063 | 806,890 |

  99. 2023 Option Exercises and Stock Vested

    (1) This column reflects the number of RSUs that vested in 2023 which were granted in 2022, 2021, and 2020. (2) This column reflects the value of RSUs and PSAs calculated using the market value of the shares on the applicable vesting dates.

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

    | | 2023 Potential Payments Upon Termination or Change in Control(1) | | | | | | | | | | Voluntary | | Involuntary | | Death | Disability(2) | Retirement | Involuntary Termination (without Cause) or Termination for Good Reason After Change in Control | | | For Good Reason | Without Good Reason | For Cause | Without Cause | | | | | | Cash Severance | | | | | | | | | | Banyard, Jr. | $5,633,000 | $— | $— | $5,633,000 | $1,200,000 | $1,200,000 | $1,200,000 | $7,849,500 | | Simon | $1,216,500 | $— | $— | $1,216,500 | $350,000 | $350,000 | $350,000 | $2,083,000 | | Grewal | $1,028,500 | $— | $— | $1,028,500 | $276,000 | $276,000 | $276,000 | $1,781,000 | | Horton | $1,061,500 | $— | $— | $1,061,500 | $285,000 | $285,000 | $285,000 | $1,838,000 | | Wanninger | $1,116,500 | $— | $— | $1,116,500 | $300,000 | $300,000 | $300,000 | $1,933,000 | | Health and Related Benefits(3) | | | | | | | | | | Banyard, Jr. | $40,055 | $— | $— | $40,055 | $1,000,000 | $— | $— | $60,082 | | Simon | $11,197 | $— | $— | $11,197 | $500,000 | $— | $— | $22,395 | | Grewal | $18,080 | $— | $— | $18,080 | $460,000 | $— | $— | $36,159 | | Horton | $6,124 | $— | $— | $6,124 | $475,000 | $— | $— | $12,248 | | Wanninger | $13,941 | $— | $— | $13,941 | $500,000 | $— | $— | $27,882 | | Options(4) | | | | | | | | | | Banyard, Jr. | $— | $— | $— | $— | $715,454 | $715,454 | $— | $715,454 | | Simon | $— | $— | $— | $— | $107,358 | $107,358 | $— | $107,358 | | Grewal | $— | $— | $— | $— | $63,927 | $63,927 | $— | $63,927 | | Horton | $— | $— | $— | $— | $— | $— | $— | $— | | Wanninger | $103,984 | $103,984 | $103,984 | $103,984 | $103,984 | $103,984 | $103,984 | $103,984 | | RSUs | | | | | | | | | | Banyard, Jr. | $— | $— | $— | $— | $14,991,431 | $14,991,431 | $— | $14,991,431 | | Simon | $— | $— | $— | $— | $4,086,631 | $4,086,631 | $— | $4,086,631 | | Grewal | $— | $— | $— | $— | $2,183,321 | $2,183,321 | $— | $2,183,321 | | Horton | $— | $— | $— | $— | $1,899,419 | $1,899,419 | $— | $1,899,419 | | Wanninger | $684,140 | $684,140 | $684,140 | $684,140 | $2,471,396 | $2,471,396 | $684,140 | $2,471,396 | | Performance Share Awards | | | | | | | | | | Banyard, Jr. | $— | $— | $— | $— | $2,841,384 | $2,841,384 | $— | $2,841,384 | | Simon | $— | $— | $— | $— | $691,654 | $691,654 | $— | $691,654 | | Grewal | $— | $— | $— | $— | $411,256 | $411,256 | $— | $411,256 | | Horton | $— | $— | $— | $— | $486,026 | $486,026 | $— | $486,026 | | Wanninger | $— | $— | $— | $— | $373,864 | $373,864 | $— | $373,864 | | Total Potential Payments | | | | | | | | | | Banyard, Jr. | $5,673,055 | $— | $— | $5,673,055 | $20,748,270 | $19,748,270 | $1,200,000 | $26,457,852 | | Simon | $1,227,697 | $— | $— | $1,227,697 | $5,735,643 | $5,235,643 | $350,000 | $6,991,037 | | Grewal | $1,046,580 | $— | $— | $1,046,580 | $3,394,504 | $2,934,504 | $276,000 | $4,475,664 | | Horton | $1,067,624 | $— | $— | $1,067,624 | $3,145,445 | $2,670,445 | $285,000 | $4,235,692 | | Wanninger | $1,918,564 | $788,123 | $788,123 | $1,918,564 | $3,749,244 | $3,249,244 | $1,088,123 | $4,910,126 |

  101. 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 31, 2023, 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. We also chose not to exclude any associate when determining our median associate. For fiscal year 2023, the annual total compensation of our median associate was $50,756. Mr. Banyard’s annual total compensation for fiscal year 2023, as reported in the “Summary Compensation Table” above, was $7,101,600. The ratio of Mr. Banyard’s total compensation to the median associate’s total compensation was 140:1. 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.

  102. CEO Pay Ratio

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  103. Pay Versus Performance

    Pay Versus Performance

  104. 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 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.”

  105. Pay Versus Performance Table

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

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

  107. Pay Versus Performance Table

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  108. 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 and December 31, 2023, respectively. (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.

  109. Adjustments

    | | Summary Compensation Table Total(a) | (Minus) Grant Date Fair Value of Stock Options and Stock Awards Granted in Fiscal Year ($)(b) | Plus Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Options and Stock Awards Granted in Fiscal Year ($)(c) | Plus/(Minus) Change in Fair Value of Outstanding and Unvested Stock Options and Stock Awards Granted in Prior Fiscal Years ($)(d) | Plus/(Minus) Change in Fair Value as of Vesting Date of Stock Options and Stock Awards Granted in Prior Years for which Applicable Vesting Conditions Were Satisfied During Fiscal Year ($)(e) | Plus Dollar Value of Dividends or Other Earnings Paid on Stock Awards in Fiscal Year and Prior to Vesting Date ($)(f) | Equals Compensation Actually Paid | | PEO | | | | | | | | | 2023 | 7,101,600 | (6,025,014) | 5,682,768 | 6,557,066 | 146,018 | 108,018 | 15,795,901 | | 2022 | 6,831,543 | (5,375,248) | 5,132,043 | (2,716,424) | (861,137) | 47,641 | 3,058,416 | | Other NEOs (Average) | | | | | | | | | 2023 | 1,728,252 | (656,249) | 981,399 | 1,123,669 | 4,234 | 6,354 | 3,187,661 | | 2022 | 1,740,066 | (1,124,898) | 1,076,873 | (253,924) | (35,855) | 3,446 | 1,405,708 |

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

  111. Description of Pay Versus Performance

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  112. Description of Pay Versus Performance

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