SEC Form DEF 14A filed by MasterBrand Inc.

MASTERBRAND, INC.

3300 Enterprise Parkway, Suite 300

Beachwood, Ohio 44122

The 2025 Annual Meeting of Shareholders of MasterBrand, Inc., a Delaware corporation, will be held on Thursday, June 5, 2025, at 9:00 a.m. Eastern Time, or at any adjournment or postponement thereof, at 3333 Richmond Road, Beachwood, Ohio 44122. You will be able to attend the meeting in person and vote either in person or by visiting www.ProxyVote.com and entering the 16-digit control number included in our Notice Regarding the Availability of Proxy Materials or on your proxy card (if you received a printed copy of the proxy materials).

The meeting will be held for the following purposes, as more fully described in the accompanying proxy statement:

VOTING MATTERS

At the meeting, such other business as may properly come before the meeting will also be considered.

By Order of the Board of Directors,

Andrean R. Horton

Executive Vice President, Chief Legal Officer and Secretary

April 24, 2025

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. Voting will ensure you are represented at the Annual Meeting, regardless of whether you plan to attend the Annual Meeting. In an effort to facilitate the voting process for substantially all of our shareholders, we are using the Securities and Exchange Commission rules that allow proxy materials to be furnished to shareholders over the Internet. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) in person during the 2025 Annual Meeting. Proxies may be revoked at any time before they are exercised.

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be held on June 5, 2025.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, the Notice of 2025 Annual Shareholders Meeting, Proxy Statement and Annual Report on Form 10-K are available at www.ProxyVote.com.

This summary highlights information contained in this proxy statement (this “Proxy Statement”). This summary does not contain all the information that you should consider, and you should carefully read the entire Proxy Statement before voting. In this Proxy Statement, the terms “MasterBrand,” “we,” “us,” “our” and the “Company” refer to MasterBrand, Inc., a Delaware corporation incorporated in July 2022.

Our Board of Directors (our “Board”) solicits your proxy for our 2025 Annual Shareholders Meeting (and any postponement or adjournment of the meeting) (the “Annual Meeting”) for the matters set forth in the “Voting Matters and Recommendations” below.

These materials were first sent or made available to shareholders on April 24, 2025.

ANNUAL MEETING OF SHAREHOLDERS

VOTING MATTERS AND RECOMMENDATIONS

OUR BUSINESS HIGHLIGHTS

MasterBrand is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. Our products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 7,700 dealers, major retailers and builders.

Financial Highlights

Our business is built on a culture of continuous improvement, and at the center of this is our business system: The MasterBrand Way. Based on the proven business tools of lean, The MasterBrand Way enables our employees, who we refer to as our associates, to operate under a common framework and consistent lexicon to effectively develop cross-functional solutions to complex business issues. Our associates’ dedication and consistent use of these tools in recent years have driven the Company’s strategic transformation and improvements in commercial and operational efficiency.

PROXY STATEMENT SUMMARY

Since 2019, and following our separation (the “Separation”) from Fortune Brands Innovations, Inc. (“Fortune Brands”), through the disciplined use of The MasterBrand Way, we have focused on increasing growth and profitability and delivered exceptional financial performance as a result. Between 2019 and 2024:

With the strong cash provided by the operating activities described above, we have been able to invest in our business, make our first acquisition since becoming a standalone public company in 2022 and maintain a strong balance sheet. During fiscal year 2024 we were able to achieve net income of approximately $126 million, with a total debt/net income ratio of 8.0x, and a non-GAAP net debt/adjusted EBITDA* ratio of 2.4x. We plan to continue to utilize our strong cash flow to fund further investments in the business, particularly in our digital and technology initiatives discussed below, with the goal of driving future growth and enhancing long-term shareholder value.

Strategy Highlights

In 2024, our strategy matured further. As the organization continued to eliminate waste and improve efficiency, our associates had more bandwidth to focus on growth and reinvesting in the business. Utilizing the same proven tools of The MasterBrand Way, we began to increase our focus on growth in each of our three key strategic initiatives: Align to Grow, Lead through Lean, and Tech Enabled.

Each initiative is now helping position the Company for future growth, as well as further reducing complexity in both manufacturing and back-office functions.

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

OUR CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to effective corporate governance and high ethical standards. We have implemented corporate governance practices that intersect best practices and our strategic needs. For more information about our corporate governance practices, see “Corporate Governance” beginning on page 19 below.

Independent Oversight

Governance Practices

Our Executive Compensation Highlights

MasterBrand’s executive compensation program rewards the achievement of both short-term and long-term strategic and operational goals leading to the creation of sustainable long-term shareholder value. The program is designed to:

We aim to position target total direct compensation (base salary, annual bonus, and equity) at the 50^th percentile of market data and peer group data, as applicable. A substantial portion of the compensation paid to our named executive officers (“NEOs”) is at risk. At target, 85% of our CEO’s compensation and, on average, 69% of our NEOs’ compensation is at risk.

In 2024, the Annual Incentive Plan (“AIP”) paid out at 78.4%. The first grant of PSAs as a stand-alone company occurred during the 2023-2025 performance period and is scheduled to pay out in March of 2026.

PROXY STATEMENT SUMMARY

The following chart provides an overview of our key executive compensation practices. For a detailed discussion, please refer to the ‘Compensation Discussion and Analysis’ starting on page 36.

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

BOARD OF DIRECTORS

CLASS III DIRECTOR NOMINEES

CLASS I DIRECTOR NOMINEES — TERMS EXPIRING 2026

PROXY STATEMENT SUMMARY

CLASS II DIRECTOR NOMINEES — TERMS EXPIRING 2027

Data as of April 24, 2025.

AC = Audit Committee

CC = Compensation Committee

N&G = Nominating and Governance Committee

XX — Chairperson

X — Member

PROXY STATEMENT SUMMARY

Under our Certificate of Incorporation, our Board is divided into three classes with approximately one-third of the directors standing for election each year. Our Board currently consists of eight directors. The directors hold office for staggered terms of three years (and until their successors are elected and qualified, or until their earlier death, resignation, or removal). One of the three classes is elected each year to succeed the directors whose terms are expiring. Our Board will transition to annual director elections through a phase-out, as provided in our Certificate of Incorporation. We expect that beginning with our 2030 annual meeting, all directors will be elected annually, and our Board, at that time, will no longer be classified.

The Class III directors whose terms expire at the Annual Meeting are Catherine Courage, Robert Crisci, and Jeffery Perry. Each of these directors has been re-nominated by our Board upon the recommendation of its Nominating and Governance Committee. All Class III directors elected at the Annual Meeting will continue in office until the annual meeting of our shareholders to be held in 2028 and until their successors are elected and qualified.

The three nominees contribute significantly to our Board, including as follows:

Each of the directors nominated by our Board has consented to serving as a director for the term listed above, to being named in this Proxy Statement, and to continuing their service on our Board if elected. The persons named as proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of each of our Board’s three nominees. If any nominee is unable to serve, our Board can either designate a substitute nominee to serve as a director instead or reduce the size of our Board. If our Board nominates another individual, the persons named as proxies may vote for such substitute nominee.

Our Board has determined that Catherine Courage, Robert Crisci, and Jeffery Perry are independent of MasterBrand and management. See “Corporate Governance — Director Independence” below for more information.

BOARD MEMBERSHIP CRITERIA

Our Board is responsible for selecting candidates for Board membership and has identified key skills and attributes to be used in identifying potential candidates. The Nominating and Governance Committee leads our director recruitment process and regularly considers the criteria necessary to achieve a Board that provides effective oversight of MasterBrand.

The Nominating and Governance Committee believes that directors should display the attributes necessary to be effective directors, which can include: commitment to the goal of enhancing long-term shareholder value, experience in an executive leadership role, consumer products expertise and experience, experience as a board member of a public company, willingness to devote sufficient time to Board matters, business judgment, reputation, lack of conflicts of interest, integrity, ethics, and any evolving needs of the Board. As discussed in “Board Members and Public Company Experience” below, the Nominating and Governance Committee also seeks to select director candidates who represent a mix of experiences and backgrounds that will enhance the quality of our Board’s deliberations and decisions and believes that Board membership should be heterogeneous in its broadest sense, taking into account education, skills, experiences, backgrounds and qualifications.

In addition to the above criteria, the Nominating and Governance Committee considers, on an ongoing basis, the additional skills and experiences that it seeks in members of our Board in the context of our business and the existing composition of our Board. The directors’ biographies under “Our Director Nominees” and “Other Continuing Directors” below describe the wealth of experience each director brings to our Board and each director’s key skills, experiences, and backgrounds that make them valuable members of our Board and well-equipped to further our strategic plan.

BOARD COMPOSITION

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

Our Board believes each director is highly qualified to serve and that their unique skills and qualifications bring a wealth of knowledge, experience, expertise and energy to our Board. The following figure highlights the age composition of our Board (see “Board Members and Public Company Experience” below for additional attributes):

Our Board currently consists of eight directors. The directors hold office for staggered terms of three years. Directors from one of the three classes are elected each year. This structure was put in place at the time of our Separation from Fortune Brands in December 2022, to provide the newly public company with stability and continuity to deliberately develop and implement the best long-term, strategic course for us. Our Board will transition to annual director elections through a phase-out, as provided in our Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”). We expect that beginning with our 2030 annual meeting, all directors will be elected annually, and at that time our Board will no longer be classified.

BOARD MEMBERS AND PUBLIC COMPANY EXPERIENCE

Our Board is committed to building a group of directors with a wide range of experiences and perspectives.

Consistent with our Corporate Governance Principles, our Board’s policy is that our Nominating and Governance Committee may consider, as part of its search for director candidates, a wide range of skills, experiences, qualifications, and attributes.

Given that we only recently became a standalone public company, our Board members are relatively short-tenured in their service to MasterBrand, but most have extensive experience in serving on other public company boards. All of our directors have served on our Board since the Separation in 2022, other than our new directors, Catherine Courage and Patrick Shannon, who were appointed to the Board in 2024. Additionally, Jeffery Perry has served as a director of Fortune Brands since 2020, and Ann Fritz Hackett has served as a director of Fortune Brands since 2011.

Our Corporate Governance Principles state that there is no limit on the number of terms for which a director may be elected, and that our Board does not endorse arbitrary term limits on directors’ service. However, our Corporate Governance Principles generally require directors to retire at the Annual Meeting following such director’s 75^th birthday, subject to the Board’s ability to waive the retirement age in certain cases if it believes that doing so is in the best interests of the Company’s shareholders.

As of April 24, 2025, all of our directors were younger than 75 years of age.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

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

Director Overboarding Policy

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

As of April 24, 2025, all Directors were in compliance with our overboarding policy.

OUR DIRECTOR NOMINEES

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

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CLASS III DIRECTORS — TERMS EXPIRING AT THE ANNUAL MEETING

PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CLASS I DIRECTORS — TERMS EXPIRING IN 2026

PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

CLASS II DIRECTORS — TERMS EXPIRING IN 2027

PROPOSAL NO. 1: ELECTION OF DIRECTORS

PROPOSAL NO. 1: ELECTION OF DIRECTORS

DIRECTOR NOMINATION PROCESS

Our Nominating and Governance Committee identifies and carefully considers potential new candidates and makes recommendations to our Board for nominations. The Nominating and Governance Committee uses a third-party national search firm to assist in identifying and assessing candidates. Among other factors, we consider each candidate’s personal and professional responsibilities and skills, experiences, perspectives and qualifications, including those relevant to our industry.

The Nominating 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.

BOARD EVALUATIONS

In the spirit of continuous improvement, our Board is committed to regular assessments of itself and its committees. These assessments are designed to help ensure that our Board’s governance and oversight responsibilities are well executed and continuously updated to reflect best practices and our evolving business strategy.

The Board conducts annual self-evaluations overseen by the independent Non-Executive Chair of our Board and our Nominating and Governance Committee. Each director completes a questionnaire evaluating the performance of our Board as a whole and the committees on which the director serves. Directors consider and provide feedback on various issues, including interactions with management, the nature of agenda items, the effectiveness of meetings, Board structure and composition, committee composition and responsibilities, and processes to help ensure open communication. The directors’ responses are aggregated and anonymized to encourage the directors to respond candidly and to maintain the confidentiality of their responses. The full results are reviewed by the Nominating and Governance Committee and summarized for the full Board, which reviews the results during its meetings.

Each Board committee annually conducts an evaluation of its performance. The Board committee evaluations are led by the chair of each committee. Our Board committees also separately review the feedback received for such committee in meetings with the independent directors.

We believe this evaluation process provides our Board and its committees with valuable insight regarding areas where our Board believes it functions effectively as well as areas where our Board can improve.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

Recommendations for improvement derived from the evaluation process are used to adjust our Board’s future agendas and practices.

Independent Director Meetings

At the end of each quarterly Board meeting, our independent directors have the opportunity to meet, both with and without our Chief Executive Officer, to discuss whether the meeting objectives were satisfied and to identify issues that might require additional dialogue. Each of our Board’s standing committees also regularly meets with the independent directors for the same purposes. Our independent Non-Executive Chair presides at executive sessions of the Board and the Board’s independent director sessions.

We are committed to effective corporate governance and high ethical standards. We believe these values are conducive to long-term performance. Our key corporate governance and ethics policies help us manage our business in accordance with the highest standards of business practice and in the best interests of our shareholders.

Our Corporate Governance Principles and committee charters help govern the operation of our Board and its committees. Our Nominating and Governance Committee annually reviews our governance practices, recommending changes to the Board as needed, and relatedly, our Board annually reviews our Corporate Governance Principles and makes changes as needed. In addition, each committee annually reviews their respective committee charters and recommends changes to the Nominating and Governance Committee, which subsequently makes recommendations to the Board for approval as necessary. The Corporate Governance Principles and committee charters are updated periodically in response to changing regulatory requirements, evolving practices, engagement with our shareholders and other stakeholders, and otherwise as circumstances warrant.

BOARD LEADERSHIP STRUCTURE

We have separate roles for our independent Non-Executive Chair and our Chief Executive Officer. As described in our Corporate Governance Principles, our Board currently has an independent, Non-Executive Chair, David Petratis, which we believe helps further strengthen our governance structure. Our Board believes this leadership structure provides an effective leadership model for the Company and our Board to help ensure effective independent oversight and foster greater accountability. Our Board also believes that this structure enables our Chair to lead the Board in its oversight and advisory roles and allows our Chief Executive Officer to focus on the management of the Company and developing and implementing our business strategies and objectives. Because the roles of Board Chair and Chief Executive Officer each require significant time and effort, separating the roles enhances the ability of each to discharge each of their respective duties and, as a result, enhances our prospects for success.

However, our Board also believes that no single leadership model is right for all companies or at all times. Depending on the circumstances, other leadership models, such as combining the roles of the independent Non-Executive Chair and Chief Executive Officer, might be appropriate. Our Board periodically reviews its leadership structure and will continue to evaluate and implement the leadership structure that it concludes most effectively supports our Board in fulfilling its responsibilities.

In addition to the leadership of our independent Non-Executive Chair, our independent directors regularly assess the performance of our Chief Executive Officer and provide meaningful feedback and direction to him. We believe our Board provides strong and effective independent oversight of management.

BOARD OVERSIGHT

Our Board’s Oversight of Risk Management

The Board maintains broad oversight over our risk management processes and enterprise risk, with management responsible for assessing major risks and evaluating options for their mitigation. The Audit Committee assists the Board in its oversight of enterprise risk management. We maintain an enterprise risk management program that supports strategic planning, performance, compliance and decision making. To that end, we identify, categorize, prioritize, assess, respond to, and monitor risks, escalating as needed. Our Board considers risk topics, such as strategic, competitive, market access, economic, geopolitical, operational, financial, legal, regulatory, information technology, cybersecurity, data privacy and protection, environmental, corporate, business continuity, social and governance compliance, human capital, and reputational risks.

CORPORATE GOVERNANCE

Our senior management team is charged with managing these risks through internal processes and controls, and the Board receives regular reports regarding these risks from members of our senior management team, as well as additional updates on an as-needed basis.

Our Board annually reviews our enterprise risk management program and addresses new risks as they arise. Additionally, our Board is kept informed of its committees’ risk oversight and other activities through reports by the committee chairs to the full Board, which occur at each regularly scheduled quarterly Board meeting.

Our Board committees also address certain risk areas as described below.

Our Board’s Oversight of Strategy

Our Board and its committees are involved in overseeing our corporate strategy, including major business, organizational and transformational initiatives, capital allocation priorities, and any significant acquisitions and other transactions, as well as related integration issues. Our Board regularly engages in discussions regarding our corporate strategy at its Board meetings. Our Board committees oversee elements of our strategy associated with their respective areas of responsibility.

Our Board’s Oversight of Human Capital

We are a values-based organization and believe our strong culture is a true differentiator. At the core of our culture is doing what is right. That culture starts with a tone from the top through our executive officers and other management personnel. Our leadership team is focused on creating a workplace that fosters an environment of teamwork, high performance, ethical behavior and transparency.

Our Board committees oversee elements of our culture associated with their respective areas of responsibility. For instance, the Compensation Committee is kept informed of our associate compensation practices through recurring updates and is responsible for periodically discussing the same with our management and evaluating our performance in the development, implementation,

CORPORATE GOVERNANCE

and effectiveness of our policies and strategies. The Audit Committee is responsible for oversight of our ethics and compliance program and regularly receives updates on our culture of integrity and the tone set by leaders throughout the organization. The Nominating and Governance Committee is responsible for recruiting and identifying nominees for election as directors to our Board.

Our Board’s Oversight of Succession Planning

Succession planning for our senior leadership positions is critical to our success and helps ensure business continuity. Succession planning addresses both contingency planning for emergencies (such as death or disability) and succession in the ordinary course of business. The Board’s goal is to ensure senior leadership continuity by overseeing the development of executive talent and planning for the efficient succession of the Chief Executive Officer. Our Board reviews succession planning and leadership development for our Chief Executive Officer as well as certain other executive positions. Succession planning is discussed formally at least annually and is also discussed regularly in meetings of our independent directors. Our Board is also tasked with focusing on director succession planning.

Our Board’s Oversight of Cybersecurity

Cybersecurity risk management is a critical component of our overall enterprise risk management program. We consider cybersecurity to be a key risk, and we prioritize mitigating risks related to cybersecurity matters.

The Audit Committee assists the Board in its oversight of our enterprise risk management program. The Audit Committee reviews our strategies, policies and internal controls relating to information technology, data privacy, data protection and cybersecurity. The Audit Committee’s review includes our plans to mitigate cybersecurity risks and to respond to data breaches. Broad oversight is maintained by our full Board.

Our Executive Vice President and Chief Digital and Technology Officer (“CDTO”) is responsible for the oversight of our information security strategy and cybersecurity program. Our Vice President Cyber Security and Infrastructure, who reports directly to our CDTO, is responsible for day-to-day assessment and management of our cybersecurity matters. Our Vice President Cyber Security and Infrastructure oversees a cybersecurity team that focuses on the execution of our cybersecurity program, including cyber defense, as well as risk and compliance matters.

Our Vice President Cyber Security and Infrastructure regularly provides updates on material cybersecurity risks to our CDTO and other members of senior management and provides reports to both the Audit Committee and the Board at least once a year, or more frequently as needed. The Audit Committee reviews and discusses with our management key process and risk indicators, progress on plans to address key risks, and any material changes in threat landscapes or risk posture which could negatively affect our business.

BOARD AND COMMITTEE INFORMATION

Our Board has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Our Board has determined that (i) each member of the Nominating and Governance Committee is independent within the meaning of our independence standards, (ii) each member of the Compensation Committee is independent within the meaning of our independence standards and applicable NYSE listing standards and is a “non-employee director,” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) each member of the Audit Committee is independent within the meaning of our independence standards and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) and applicable NYSE listing standards. Each member of the Audit Committee is also financially literate, and Mr. Crisci and Mr. Shannon qualify as “audit committee financial experts.” Each committee has a charter available on our website at masterbrand.com/investors/governance/governance-documents.

CORPORATE GOVERNANCE

During the fiscal year ended December 29, 2024, our Board held ten (10) meetings, our Audit Committee held eight (8) meetings, our Compensation Committee held five (5) meetings, and our Nominating and Governance Committee held four (4) meetings. Each director attended at least 75% of all of the meetings of the Board and of those committees on which the director served (in each case, held during the period such director served). The Board has not adopted a formal policy that requires directors to attend our annual meeting of shareholders, although directors are invited and encouraged to attend. All of our then seven directors attended the 2024 annual meeting of shareholders.

		– Chairperson

		- Member

Compensation Committee Interlocks and Insider Participation

During 2024 and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee of MasterBrand, and none of our executive officers served or serves on the compensation committee or board of directors of any company that employed or employs any member of our Compensation Committee or Board.

CORPORATE GOVERNANCE

BOARD COMMITTEES

CORPORATE GOVERNANCE

SHAREHOLDER OUTREACH

We are committed to healthy and recurrent engagement with our shareholders and consider this critical to achieving our long-term strategic goals. The Board and senior management team welcome and value dialogue with shareholders and intend to foster and encourage engagement with shareholders on an ongoing basis. The Board will generally respond, or cause management to respond, to bona fide communications from shareholders addressed to one or more members of the Board. Shareholders and other interested parties who wish to communicate with the Board or any of its committees or directors should submit their communication to our Secretary through the means described in “Other Information - Communicating with Us” below.

CORPORATE SUSTAINABILITY AND RESPONSIBILITY

Sustainability considerations continue to evolve, and this evolution influences and guides how we conduct our business. We are committed to being a good corporate citizen, including by seeking ways to improve our impact on the environment for future generations, focusing on high safety standards for our associates, fostering a team-based culture, guiding strong ethical governance practices, and giving back to our communities. We believe these practices enhance value and benefit our Company, shareholders and stakeholders.

In August 2024, we published a Corporate Sustainability and Responsibility Report, which showcases the ways we are living our mission to be a leader of sustainability in our industry. We continue to investigate additional ways to positively impact our environment and do what is right for our stakeholders, including shareholders, customers, dealers, supply chain partners, our team members (including our associates and contractors) and the communities in which we live and work. We look forward to sharing our future progress.

Sustainability

Environmental stewardship is a critical part of our core business values. We have adopted a Safety & Environmental Stewardship Policy Statement, which is available on our website under “Governance Documents.” We focus our environmental philosophy on our desire to do our part to preserve the environment for future generations and our collaboration with professional organizations, customers, suppliers and government agencies that align with our values. Key elements of our program are designed to:

CORPORATE GOVERNANCE

Further, we are continuing our efforts to determine appropriate steps to positively improve our impact on the environment. This includes, but is not limited to, our approach to wood sourcing, reducing waste, recognizing the importance of sustainability and forest stewardship.

Safety

Protecting the health and safety of our associates is a key tenet of how we conduct our business.

We are committed to ensuring that all of our associates get home safely every day. Our focus includes enhancing process safety, advancing occupational health, eliminating workplace injuries and managing safety risks. This is reflected in our goal of zero safety incidents and through our efforts to create an injury-free workplace.

Our commitment to safety is driving industry-leading results shown below:

Talent

We recognize that talent is the cornerstone of our success and a critical component of our initiatives. Accordingly, we focus on associate engagement, a culture of rewards and recognition and a robust talent strategy to provide a consistent experience and help our associates reach their full potential as we continue building great experiences together.

Culture

We believe in a team-based culture and celebrate our team’s wide range of experiences and backgrounds. We believe that attracting and engaging talented associates with diverse experiences and backgrounds enables us to be more innovative and responsive to consumer needs, along with delivering strong performance and growth.

Fostering our team-based culture starts with our Board and our executive team. We believe that reflecting a range of experiences and backgrounds in our Board and executive team is the first step in demonstrating its importance for the rest of our organization to mirror.

Our team-based culture is further strengthened through our associate listening strategy, providing routine dialogue between associates and leaders, leading to meaningful action and driving continuous improvement in our culture.

CORPORATE GOVERNANCE

GOVERNANCE

We are committed to exceptional corporate governance that aligns with shareholder interests. Our Nominating and Governance Committee is responsible for overseeing our corporate governance practices, and we actively monitor our practices to ensure we continue to manage our business in accordance with high standards of ethics, business integrity, and corporate governance. The Nominating and Governance Committee receives periodic updates from the Company’s Corporate Sustainability and Responsibility Committee (the “CSR Committee”), a management committee composed of members of senior management and other senior leaders. The CSR Committee manages (a) the development, implementation, and monitoring of the Company’s key corporate, sustainability and responsibility metrics, strategies, policies, and practices and (b) the monitoring, assessing, and addressing of trends, risks, and opportunities with respect to corporate, sustainability and responsibility topics most significant to the Company and its stakeholders.

The following list highlights some of our corporate governance practices and policies.

DIRECTOR INDEPENDENCE

Our Board has established that, for a director to qualify as independent, a director must have no material relationship with MasterBrand (other than as a director), either directly or indirectly, whether personally or as a partner, significant shareholder or officer of an organization that has a material relationship with MasterBrand. In making this determination, our Board considers all relevant facts and circumstances and has adopted the categorical independence standards for directors established in the NYSE listing standards. The policy of the Board is to review the independence of all directors at least annually.

The Nominating and Governance Committee has reviewed the applicable legal and NYSE listing standards for Board and committee member independence. A summary of the responses to annual questionnaires completed by each of the directors and a report of transactions with director-affiliated entities are made to the Nominating and Governance Committee. On the basis of this review, the Nominating and Governance Committee delivers a recommendation to our full Board, which then makes its independence determination.

Our Board has determined that each of our directors, other than Mr. Banyard, is independent of MasterBrand and its management. Mr. Banyard is not independent because he serves as our Chief Executive Officer.

In addition to the above standards for director independence, our Board determined that each director who serves on the Audit Committee and Compensation Committee satisfies the additional standards established by the SEC and NYSE, as applicable, for such committee membership.

CORPORATE GOVERNANCE

RELATED PERSON TRANSACTIONS

Our Board has adopted a written Conflicts of Interest Policy (the “Conflicts Policy”) for the review of any transaction, arrangement or relationship in which we are a participant and one of our executive officers, directors, director nominees or beneficial holders of more than 5% of our total equity (or their immediate family members), each of whom is referred to as a “related person,” has a direct or indirect material interest. Our Conflicts Policy focuses on conflicts that arise in a variety of contexts, including, personal investments, relationships with customers, suppliers, and vendors, mergers and acquisitions, personal relationships, outside employment and board service, gifts, entertainment, loans, and other favors, and political activities.

If a related person proposes to enter into such a transaction, arrangement or relationship, which is referred to as a “related person transaction,” the related person must report the proposed related person transaction to our Corporate Compliance Committee. The Corporate Compliance Committee generally will present the proposed transaction to the Audit Committee, which will evaluate each related person transaction and determine whether the interest of the related person in the transaction is material. The individuals identified as the “related person” may not participate in any review or analysis of the related person transaction.

There have not been any related person transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

CODE OF BUSINESS CONDUCT AND ETHICS

At MasterBrand, doing what is right is at our core. We act with transparency, honesty, and integrity. We have adopted a Code of Business Conduct and Ethics that applies to all of our associates, including management and our directors. It is available at masterbrand.com/investors/governance/governance-documents by clicking on the “Code of Business Conduct and Ethics” link.

By living up to our Code of Business Conduct and Ethics, we continue on the path to success. Our Code of Business Conduct and Ethics is led by our Corporate Compliance Committee, which is comprised of management personnel. Our Corporate Compliance Committee has authority to interpret, administer and apply the Code of Business Conduct and Ethics, as well as to review and make recommendations to the Board on changes to the Code of Business Conduct and Ethics.

Our Corporate Compliance Committee is also responsible for (i) overseeing compliance training, communications, auditing and mentoring; (ii) identifying investigations to be conducted under the supervision of the Corporate Compliance Committee; (iii) interpreting, administering, and applying our conflicts of interest policies; (iv) reviewing, notifying, evaluating, and, when appropriate, undertaking an investigation of whistleblower complaints; and (v) consulting with our Legal Department for interpretations of applicable law. The Corporate Compliance Committee meets regularly to review our compliance efforts, and it reports annually to our Board or to a committee delegated with such responsibility by our Board.

We have also adopted a Code of Ethics for Senior Financial Officers that contains the ethical principles by which our Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer are expected to conduct themselves when carrying out their duties and responsibilities. It is available at masterbrand.com/investors/governance/governance-documents by clicking on the “Code of Ethics for Senior Financial Officers” link. Any amendments to or waivers from our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers that are required to be disclosed by applicable SEC rules will also be posted to our website.

EXECUTIVE COMPENSATION RECOVERY POLICIES

In accordance with SEC and NYSE rules, the Compensation Committee adopted a clawback policy (the “Mandatory Clawback Policy”), effective as of September 6, 2023, applicable to all of the Company’s executive officers and includes all incentive-based compensation. In the event of an accounting restatement, the Company must, subject to certain exceptions provided for in the SEC and NYSE rules, recover, reasonably promptly, erroneously awarded compensation in amounts determined pursuant to the policy. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting (or any portion thereof) is or was predicated upon the achievement of specified financial results that are impacted by the material financial restatement. The amount of compensation that may be impacted by the Mandatory Clawback Policy is the difference between the amount paid or granted, and the amount that should have been paid or granted, if calculated on the updated financials. Recovery under the policy with respect to an executive officer will not require the finding of any misconduct by such executive officer or such executive officer being found responsible for the accounting error leading to an accounting restatement. Our Mandatory Clawback Policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

In addition, the Compensation Committee adopted a Discretionary Clawback Policy, effective December 7, 2023 (the “Discretionary Clawback Policy”). Under the Discretionary Clawback Policy, the Compensation Committee can recover all or a portion of any incentive compensation if the Compensation Committee determines that an individual covered by the Discretionary Clawback Policy (which includes our NEOs) has engaged in misconduct specified in the Discretionary Clawback Policy.

Non-Employee Directors receive compensation for their service to our Board. As a MasterBrand associate, R. David Banyard, Jr., our Chief Executive Officer, does not receive compensation for his service as a director.

The Compensation Committee annually reviews the total compensation of our Non-Employee Directors and each element of our Non-Employee Director compensation program. As part of this process, the Compensation Committee evaluates market data provided by its independent compensation consultant, Willis Towers Watson (“WTW”), and makes a recommendation to our Board. Our Board determines the form and amount of Non-Employee Director compensation after reviewing the Compensation Committee’s recommendation.

SUMMARY OF NON-EMPLOYEE DIRECTOR ANNUAL COMPENSATION

Stock Ownership Guidelines

Our Stock Ownership Guidelines state that directors should hold meaningful equity ownership positions in MasterBrand. From time to time, our Board will assess the equity ownership requirements for Non-Employee Directors. The guideline for the level of MasterBrand stock ownership for Non-Employee Directors is set forth in the table below. All of our directors own MasterBrand equity.

Newly appointed directors have five years from the date of election or appointment to achieve the guidelines outlined above. To help facilitate this guideline, as described above, a significant portion of Non-Employee Director compensation is made in the form of Company equity. The Compensation Committee reviews shareholdings annually to determine whether our directors and executive officers are meeting the applicable requirements. All of our directors are on track to meet the Stock Ownership Guidelines.

Mr. Banyard, our Chief Executive Officer, is subject to and is compliant with the stock ownership guidelines applicable to our executive officers, as more fully described in “Compensation Discussion and Analysis — Governance and Other Matters — Stock Ownership and Holding Guidelines” below.

NON-EMPLOYEE DIRECTOR COMPENSATION

2024 NON-EMPLOYEE DIRECTOR COMPENSATION

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

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

As of December 29, 2024, our non-employee directors held the following number of deferred stock units: Mr. Petratis (18,091 shares) and Ms. Hackett (34,815 shares).

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

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

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 2024.

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.

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 2025 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 2026 annual meeting.

Our management team comprises individuals with the expertise and experience to drive our strategy. We believe their attributes are key to our success, including:

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 2024:

2024 Performance and Results

In 2024, the leadership team strategically positioned MasterBrand to enhance long-term shareholder value. We continued to drive cost reductions and improve operational efficiency, allowing our associates to focus on growth and reinvestment in the business. Utilizing the proven methodologies of The MasterBrand Way, we began to increase our focus on growth efforts through our key strategic initiatives: Align to Grow, Lead through Lean, and Tech Enabled.

Furthermore, we advanced our strategy by successfully completing the acquisition of Supreme Cabinetry Brands, marking our first acquisition as a public company. These strategic initiatives, particularly in tech-enabled areas, are positioning us for sustained long-term growth.

Fiscal 2024 presented external challenges, including end market choppiness which increased throughout the year. The leadership team continued to perform well throughout the year, but unanticipated volume declines during the 2024 holiday season delayed price realization from previously implemented increases and limited the ability to sufficiently flex operations in the fourth quarter.

Our compensation program is firmly grounded in a pay for performance philosophy, designed to align executive compensation with financial and shareholder outcomes.

In 2024, our annual incentive program was based on two key financial metrics: diluted earnings per share and free cash flow as a percentage of net sales reflecting our focus on profitability, cash generation, and shareholder value.

Our management team performed well to advance our strategy throughout the year and respond to unanticipated external challenges. These actions resulted in a payout under our Annual Incentive Plan (“AIP”). We achieved 78.4% of the AIP’s performance target with the following metric outcomes:

Consequently, executive officers received 78.4% of their incentive target. The annual incentive plan payout to executive officers was based on the achievement of financial goals.

COMPENSATION DISCUSSION AND ANALYSIS

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

These metrics emphasize sustainable earnings growth and efficient capital utilization to enhance shareholder returns. The first grant of PSAs as a stand-alone company using the metrics above was the 2023-2025 performance period. Therefore, no payouts have occurred under the MasterBrand’s performance metrics. The first payout will occur in March of 2026.

Our Compensation Committee considers shareholder perspectives and 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 97% approval, reflecting strong shareholder confidence in our approach.

Our compensation program, with its well-defined financial targets, continues to effectively align executive rewards with company performance and shareholder interest, ensuring long-term value creation and market competitiveness.

Philosophy of the Executive Compensation Program

MasterBrand’s executive compensation program is designed to reward the achievement of both short-term and long-term strategic and operational goals, ultimately leading to the creation of sustainable long-term shareholder value. The program is structured to

Compensation Program Highlights

Our compensation programs are designed to pay for performance, align management’s interests with shareholders, and attract, motivate, and retain superior talent. The Compensation Committee believes our program incentivizes performance by providing significant “at-risk” compensation, utilizing both short and long-term incentives tied to Company performance, and balancing fixed (base salary) and variable (cash and equity) compensation. The material components of our 2024 executive compensation program are summarized in the following chart:

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PRACTICES

In addition to the strong alignment of pay with our performance, we maintain sound governance practices, including the following:

		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.

COMPENSATION DISCUSSION AND ANALYSIS

Role of Shareholders

		We are committed to engaging with our shareholders on various corporate governance topics. Our Compensation Committee continues to consider shareholder perspectives and the results of say-on-pay votes when reviewing our executive compensation program. At last year’s annual meeting, the proposal for advisory approval of executive compensation was approved by 97% of the shares voted. The Compensation Committee views this strong level of support as an endorsement of our compensation programs and did not make any changes to the executive compensation program in response to the vote.   For more information about our shareholder engagement efforts, see “Corporate Governance — Shareholder Outreach” on page 24.

Compensation Committee’s Purpose and Duties

The purpose of our Compensation Committee is to fulfill the Board’s responsibilities related to the compensation of our NEOs and other executive officers. The goal is to ensure that our executives are compensated in line with competitive practices, company performance, and individual performance and aligned with shareholders’ interest. The Compensation Committee also oversees the development of our compensation principles and philosophy.

Compensation Committee’s Use of an Outside Consultant

The Compensation Committee directly retains WTW as its independent compensation consultant to provide advice, recommendations, and executive compensation market data. WTW reviews and advises on our compensation policies, peer group, market trends, and regulatory updates. Additionally, WTW performs a compensation risk assessment.

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

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

COMPENSATION DISCUSSION AND ANALYSIS

MasterBrand Peer Group

2024 NEO COMPENSATION

Types and Amounts of NEO Compensation Awarded in 2024

We provided our NEOs with a mix of base salary, annual incentive, and equity compensation. A large part of this compensation is at-risk because it depends on meeting specific performance goals, including stock price.

The charts below show the different parts of the 2024 annual target compensation, including the mix of short-term and long-term incentives, and the amount of pay-at-risk for the CEO and the average for the other NEOs.

BASE SALARY

Base salaries offer a fixed level of cash compensation to attract and retain our NEOs. The Compensation Committee sets each NEO’s base salary based on their position, relevant experience, and performance. The table below shows the 2024 base pay, effective as of March 31, 2024.

ANNUAL INCENTIVE PLAN

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

COMPENSATION DISCUSSION AND ANALYSIS

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

Our Compensation Committee reviewed the AIP program and maintained the incentive metrics from the prior year of Diluted Earnings Per Share and Free Cash Flow as a percent of Net Sales. These metrics, each weighted at 50%, emphasize earnings, cash flow, and drive shareholder value.

We set challenging performance goals using our annual operating plan and a Monte Carlo statistical analysis, which helps determine the likelihood of different performance levels. The Monte Carlo analysis informs how the range between the 75% and 125% payout levels is set. The Compensation Committee reviewed past performance, expected growth in the home products market, our three-year operating plan, key assumptions like share gains, pricing, material inflation, and productivity, and best practices from our compensation consultant.

The table below shows the financial performance measures for the 2024 awards and the actual performance results:

The annual incentive award payments to each NEO for 2024:

COMPENSATION DISCUSSION AND ANALYSIS

LONG-TERM EQUITY AWARD PROGRAM

Long-term equity compensation supports a pay-for-performance culture and aligns management’s interests with those of shareholders. The Long-Term Equity Award program provides grants of RSUs and PSAs to our NEOs.

The total target award value is allocated based on the grant date fair value, in dollars. The chart below reflects the Long-Term Incentive mix and metrics in the PSA program.

After benchmarking compensation and reviewing individual performance, the Compensation Committee approved equity grants for executive officers. Our philosophy is to increase at-risk pay, like LTI, to recognize performance and enhance retention as executives grow in their roles. In 2024, the Compensation Committee approved grant value increases for Mr. Banyard, Ms. Simon, and Ms. Grewal to align their compensation with shareholder interests, recognize sustained performance despite market challenges, and enhance retention by aligning compensation near the market median.

Although Ms. Horton and Mr. Wanninger demonstrated strong individual performance and contributed significantly to the Company’s success, the Compensation Committee determined that LTI increases were not warranted in 2024 due to their market positioning and internal pay considerations.

The table below highlights the value of equity awards granted to each of our NEOs:

Performance Share Awards

PSAs are designed to align the interests of executives with those of shareholders by linking compensation to the achievement of long-term financial and strategic performance goals. The 2024-2026 PSAs are based on two performance targets, each making up 50% of the total opportunity. These targets are 3-year Cumulative Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (Adjusted EBITDA) and 3-year Average Adjusted Return On Invested Capital. These metrics emphasize the importance of delivering earnings and returns on capital to drive shareholder value. Adjusted EBITDA and Return on Invested Capital are non-GAAP financial measures. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to comparable GAAP measures.

We have a rigorous goal-setting process to establish challenging performance goals and ranges for the PSAs, based on our strategic plan. In setting these goals, our Compensation Committee considered factors such as the expected growth rate in the home products market, our three-year operating plan, key assumptions related to share gains, pricing, material inflation, and productivity, as well as best practice recommendations from our compensation consultant. The target achievement level aligns with the expected market growth opportunity and the maximum opportunity exceeds expected market growth.

Conversion of Existing PSAs at Separation

There were three outstanding cycles of PSAs granted under Fortune Brand’s Performance Share Award program before the Separation in 2022. In advance of the Separation, the Fortune Brands Compensation Committee approved a method to convert PSAs held by MasterBrand associates to best reflect performance since financial results couldn’t be determined after the Separation.

COMPENSATION DISCUSSION AND ANALYSIS

All unvested PSAs were converted into time-based RSUs based on projected performance results. These results were calculated from the start of the performance period to the end of the fiscal quarter before the Separation (September 30, 2022) and expected performance through the rest of the period if the Separation had not occurred. Each PSA was converted into a MasterBrand RSU, which vest according to the original schedule.

The table below reflects the performance achievement approved by Fortune Brands Compensation Committee for these PSA performance cycles.

The table below shows the NEOs who participated in the 2022-2024 performance cycle, which vested on December 31, 2024, and the number of MasterBrand common shares they received.

Restricted Stock Units

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

OTHER BENEFITS

Retirement

Associates of MasterBrand, including the NEOs, are generally eligible for retirement benefits through the MasterBrand, Inc. Retirement Savings Plan (the “Qualified Savings Plan”) for salaried associates, a tax-qualified defined contribution 401(k) plan. We believe that the Qualified Savings Plan’s benefits are consistent with competitive pay practices and are an important element in attracting and retaining talent in a competitive market.

Perquisites

MasterBrand offers a limited number of perquisites to our NEOs. They participate in the cybersecurity and executive physical programs to ensure their personal security, as well as to maintain their overall health and well-being, which in turn supports their ability to lead effectively. Under the oversight of the Committee, Mr. Banyard has limited use of our corporate aircraft, and any personal use incurs taxable income, calculated according to Standard Industry Fare Level rates. We do not gross-up any income owed for personal travel on our corporate aircraft. Additionally, the NEOs participate in broad-based plans available to all associates, such as the management cabinet purchase program. These perquisites are reflected in our Summary Compensation Table.

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.

COMPENSATION DISCUSSION AND ANALYSIS

All Severance Agreements include “double-trigger” change in control provisions, which provide for enhanced severance if there is a qualifying termination of employment in connection with a change in control. This means that enhanced severance is only provided if there is both a change in control of the Company and a qualifying termination of employment (termination by the Company without cause or by the NEO for good reason). The NEOs are not entitled to any tax gross-ups under the Severance Agreements, including those related to change-in-control excise taxes.

For the CEO, severance pay includes 24 months of base pay plus 2x the target annual bonus for the year of termination. This amount increases to 36 months of base pay plus 3x the target annual bonus in the event of a change in control.

For other NEOs, severance pay includes 12 months of base pay plus the target bonus for the year of termination. This amount increases to 24 months of base pay plus 2x the target annual bonus in the event of a change in control.

Additionally, all NEOs are entitled to a prorated payment under the Annual Incentive Plan, based on actual performance and the time worked during the performance period.

All NEOs, including Mr. Banyard, receive extended coverage under health, life, and accident insurance plans consistent with the severance benefit amount, 12 months of outplacement benefits, and a Company match to the 401(k) plan.

The Severance Agreements require NEOs to sign a release of legal claims in favor of MasterBrand to receive any severance payments and benefits. The Severance Agreements provide that severance may be reduced to the extent necessary to avoid the imposition of an excise tax under Code Section 280G (but only if the reduced amount would be greater than the net after-tax amount of severance benefits, considering payment of the excise tax by the executive). The Severance Agreements contain various restrictive covenants, including a 12-month non-competition restriction for terminations that do not occur within 24 months following a change in control and a 12-month non-solicitation provision.

Please refer to the “2024 Potential Payments Upon Termination or Change in Control” table on page 52 below for further details regarding the Severance Agreements.

GOVERNANCE AND OTHER MATTERS

Executive Compensation Recovery Policies

The Company has a Mandatory Clawback Policy. If there is an accounting restatement, the Company must recover any wrongly awarded compensation, as required by SEC and NYSE rules. This includes cash or equity-based compensation that was based on financial results affected by the restatement. The amount to be recovered is the difference between what was paid and what should have been paid based on the updated financials. This recovery does not require finding any misconduct by the executive officer. Our Mandatory Clawback Policy is included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024.

The Company also has a Discretionary Clawback Policy. Under this policy, the Compensation Committee can recover compensation if they determine that an executive officer has engaged in specified misconduct.

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

Our Board has set stock ownership guidelines for management to promote long-term shareholder value and keep them focused on both short- and long-term goals. The required stock ownership levels are based on a multiple of the annual base salary as reflected in the table below.

COMPENSATION DISCUSSION AND ANALYSIS

New executives have five years to meet these guidelines. The shares that count towards meeting the guidelines include:

Until they meet the ownership level, executives must hold 50% of the net shares received from the vesting of RSUs or PSUs. Net shares are those remaining after paying taxes and other costs.

All of our NEO’s meet the stock ownership guidelines, as of the date of the proxy statement.

Tax Deductibility of Compensation Expense

The Compensation Committee considers tax and accounting rules when designing executive compensation programs. While the Compensation Committee is mindful of the benefits of tax deductibility, it believes that compensation and benefits decisions should be in the best interest of our Company and its shareholders, rather than tax policy.

Pursuant to IRS Code Section 162(m), no tax deduction is allowed for applicable employee remuneration with respect to any covered employee to the extent that the amount of such remuneration for the taxable year with respect to such employee exceeds $1,000,000.

The Compensation Committee also considers the impact of Section 409A. Our executive plans and programs are designed to comply with this section to avoid potential adverse tax consequences from non-compliance.

Equity Granting Policy

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

COMPENSATION RISK OVERSIGHT

We monitor the risks associated with our compensation programs and individual executive compensation decisions on an ongoing basis. In 2024, WTW conducted an annual compensation risk assessment.

The Compensation Committee reviewed WTW’s risk assessment and determined that the compensation programs are unlikely to create a material adverse effect on MasterBrand. The Company utilizes compensation features designed to mitigate risk:

As described in this Proxy Statement, compensation decisions are made using a combination of objective and subjective considerations designed to mitigate excessive risk taking by executives.

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Committee Report

To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of MasterBrand under the Securities Act or the Exchange Act, this section entitled “Compensation Committee Report” will not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Proxy Statement with management. Based on this review and discussion, the Compensation Committee has recommended to the Board that the “Compensation Discussion and Analysis” section be incorporated by reference into MasterBrand’s Annual Report on Form 10-K for the fiscal year ended December 29, 2024, and included in this Proxy Statement.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION TABLES

The following table summarizes compensation awarded to, earned by and/or paid to our NEOs during 2024, 2023 and 2022, as applicable. The compensation awarded to, earned by and/or paid during the period in fiscal year 2022 prior to the Separation were paid or granted by our former parent, Fortune Brands, for each individual’s service as an executive at Fortune Brands.

SUMMARY COMPENSATION TABLE