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MasterBrand, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

MASTERBRAND, INC.

One MasterBrand Cabinets Drive
Jasper, Indiana 475463300 Enterprise Parkway, Suite 300
Beachwood, Ohio 44122

Date & Time

1:9:00 p.m.a.m. Eastern Time, Tuesday,Wednesday, June 6, 2023,5, 2024, or at any adjournment or postponement thereof

Location

One MasterBrand Cabinets Drive
Jasper, Indiana 475463333 Richmond Road
Beachwood, Ohio 44122

Record Date

Close of business

on April 10, 202312, 2024

The 20232024 Annual Meeting of Shareholders of MasterBrand, Inc., a Delaware corporation, will be held on Tuesday,Wednesday, June 6, 2023,5, 2024, at 1:9:00 p.m.a.m. Eastern Time, or at any adjournment or postponement thereof, at One MasterBrand Cabinets Drive, Jasper, Indiana 47546.3333 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, 202322, 2024

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 20232024 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 Heldheld on June6, 20235, 2024.

In accordance with rules and regulations adopted by the Securities and Exchange Commission, the Notice of 20232024 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 of 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. We were a business segment and wholly-owned subsidiary of Fortune Brands Innovations, Inc. (f/k/a Fortune Brands Home & Security, Inc.) (“Fortune Brands”) prior to our separation (the “Separation”) into a standalone publicly-traded company on December 14, 2022.

Our Board of Directors (our “Board”) solicits your proxy for our 20232024 Annual Shareholders Meeting (and any postponement or adjournment of the meeting) (the “Annual Meeting”) for the matters set forth in the “Notice of 20232024 Annual Meeting of Shareholders” above.

These materials were first sent or made available to shareholders on April 24, 2023.22, 2024.

Annual Meeting of Shareholders

●Time and Date: 1:9:00 p.m.a.m. Eastern Time, Tuesday,Wednesday, June 6, 2023.5, 2024.

●Place: One MasterBrand Cabinets Drive, Jasper, Indiana 47546.3333 Richmond Road, Beachwood, Ohio 44122.

●Record Date: Close of business on April 10, 2023.12, 2024.

●Voting: Shareholders as of the record date are entitled to vote; each share of common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Voting Matters and Recommendations

Our Business Highlights

FINANCIAL HIGHLIGHTS

In 2019,Following our Company, which, at the time, was a business segment and wholly-owned subsidiary ofseparation (the “Separation”) from Fortune Brands beganInnovations, Inc. (“Fortune Brands”), we successfully completed our first year as a standalone public company in 2023, with solid operational and financial results. We continued to execute on our strategic transformation with the goalgoals of profitably growing previously acquired companies and reducing complexity in both manufacturing and back-office functions. Since then,our strategic transformation began in 2019, we have delivered exceptional results. Between 2019 and 2022:2023:

●Net sales have grown by approximately $1 billion, with$338million, representing a compounded annual growth rate of 11%approximately 3%.

●Net income has grown by nearly $55 $82million, forrepresenting a compounded annual growth rate of approximately 16%.

●Non-GAAP Adjusted EBITDA* (Earnings before interest, taxes, depreciation, and amortization) has grown by over $155 $128million, forrepresenting a compounded annual growth rate of approximately 17%11%.

●Net cash provided by operating activities generated has grown by over $85 approximately $257million, forrepresenting a compounded annual growth rate of approximately 17%29%.

Our goal is to continue to drive shareholder value through margin expansion and strong cash flow generation in any market environment.

In December 2022, we completed our Separation from Fortune Brands and finished the year with a solid financial and operational performance. With strong cash provided by operating activities described above, during fiscal year 2023 we were able to: achieve Net Income of approximately $182million, with a Total Debt/Net Income ratio of 3.9x, reduce our non-GAAP Net Debt/Adjusted EBITDA* ratio to 1.5x, and a low non-GAAPaccelerate our investments in the business. Given the strong performance of our investment in our business, we plan to continue to do so, particularly in our “Tech Enabled” initiatives discussed below, with the goal of enhancing long-term shareholder value.

*        Adjusted EBITDA and net debt/Adjusted EBITDA* ratio of 2.1x, we have theare non-GAAP financial flexibility to invest in the business and return value to shareholders over the long-term.

*measures. Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to comparable GAAP measures.

Our Corporate Governance Highlights

We are committed to effective corporate governance and high ethical standards. As a new public company, weWe 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 1819 below.

Our Executive Compensation Highlights

To attract and retain superior talent at MasterBrand, we have designed our executive compensation policies to be market competitive, align incentives with our performance, and drive a performance-oriented culture. Our compensation culture is supported by incentive programs that take into consideration business results and individual performance.

Some of the compensation programs and amounts presented in this Proxy Statement are for fiscal yearfrom before our Separation from Fortune Brands in 2022, and these decisions were made by the compensation committee and leadership of our former parent company, Fortune Brands. Our Compensation Committee was not established until our Separation from Fortune Brands in December 2022.upon the Separation.

For more information, see “Compensation Discussion and Analysis” beginning on page 36.38.

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 sixseven 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 R. David Banyard, Jr.D. Petratis, Juliana L. Chugg, and Ann Fritz Hackett.Patrick S. Shannon. Each of these directors has been re-nominated by our Board upon the recommendation of its Nominating, Environmental, Social 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 20262027 and until their successors are elected and qualified.

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

●R. David Banyard, Jr.D. Petratis serves as our Chief Executive Officer; andthe Board’s independent Non-Executive Chair;

●Ann Fritz HackettJuliana L. Chugg serves on the Board’s Nominating, Environmental, Social and GovernanceAudit Committee and chairsCompensation Committee; and

●Patrick S. Shannon serves on the Board’s Audit Committee and Compensation Committee.

Each of the directors nominated by our Board has consented to serving as a nomineedirector for the term listed above, to being named in this Proxy Statement, and to servingcontinuing 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 twothree nominees. If any nominee is unable to serve, our Board can either designate a substitute nominee to serve in his or her place 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 Ann Fritz Hackett isDavid D. Petratis, Juliana L. Chugg, and Patrick S. Shannon are independent of MasterBrand and management. See “Corporate Governance — Director Independence” below for more information.

Board Membership Criteria

Subject to our organizational documents and any operative agreements we may enter into, ourOur Board is responsible for selecting candidates for Board membership and for establishing the general criteriahas identified key skills and attributes to be used in identifying potential candidates. The Nominating, Environmental, Social and Governance Committee leads our director succession planningrecruitment process and regularly considers the criteria necessary to achieve a diverse Board that provides effective oversight of MasterBrand.

The Nominating, Environmental, Social and Governance Committee believes that all directors should display the attributes necessary to be effective directors:directors, which can include: commitment to the goal of enhancing long-term shareholder value, experience in an executive leadership role, experience in the consumer products industry,expertise and experience, experience as a board member of a public company, willingness to devote sufficient time to Board matters, business judgment, diversity, stature, lack of conflicts of interest, integrity, ethics, commitment to the goal of enhancing long-term shareholder value and any evolving needs of the Board. As discussed in “— Board Diversity and Tenure” below, the Nominating, Environmental, Social and Governance Committee also seeks to select director candidates who represent a mix of backgrounds and experiences that will enhance the quality of our Board’s deliberations and

deliberations and decisions and believes that Board membership should reflect diversity in its broadest sense, including persons diverse in experiences, qualifications, attributes, and skills, including directors’ self-identified characteristics, such as gender, race, and ethnicity.

In addition to the above criteria, the Nominating, Environmental, Social and Governance Committee considers, on an ongoing basis, the additional skills, experiences, and backgrounds 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 notedescribe the wealth of experience each director brings to our Board and each director’s relevantkey skills, experiences, and backgrounds that make them suitedvaluable members of our Board and well-equipped to contribute tofurther our Board.strategic plan.

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, directors who are not MasterBrand associates (“Non-Employee Directors”) may not serve on more than three other public company boards. Ourour 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 fully employed may not serve on more than three other public company boards. No member of the 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, 2023,22, 2024, all Non-EmployeeDirectors arewere in compliance with our overboarding policy.

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 24, 2023.22, 2024.

Director Nomination Process

Following the Separation, we createdOur 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 Board of Directors with a select group of individuals that have diversethird-party national search firm to assist in identifying and complementary backgrounds and business experience that align with the strategic direction of the Company.

assessing candidates. Among other factors, we consideredconsider the Company’s new status as a standalone public company, its industry, each candidate’s personal and professional responsibilities and experiences, diversity, including diversity of experiences, qualifications, attributes, and skills, andalong with directors’ self-identified characteristics, such as gender, race, and ethnicity.

Our Nominating, Environmental, Social and Governance Committee will make recommendations to our Board for nominations and identify and screen potential new candidates. The Nominating, Environmental, Social and Governance Committee utilizes a third-party national search firm to assist in identifying and screening candidates.

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.Bylaws and federal securities laws. See “Submission of Shareholder Proposals or Nominations” below for more information.

Committee and summarized for the full Board, which will review the results in executive session. Each Board committee willannually 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 executive session.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. Recommendations for improvement derived from the evaluation process are used to adjust our Board’s future agendas and practices.

Executive SessionsIndependent Director Meetings

At the end of each quarterly Board meeting, our Board willindependent directors have the opportunity to meet, in executive session, both with and without our Chief Executive Officer, to discuss whether the meeting’smeeting objectives were satisfied and to identify issues that might require additional dialogue. Each of our Board’s standing committees will also regularly meet in executive sessionmeets with the independent directors for the same purposes.

We are committed to effective corporate governance and high ethical standards. We believe these values are conducive to long-term performance. We believe 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, Environmental, Social 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, Environmental, Social 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 Chairman Chair and Chief Executive Officer. As described in our Corporate Governance Principles, our Board currently has an independent, non-executive chairman,Non-Executive Chair, David D. Petratis, which we believe helps further strengthen our governance structure. Our Board believes this leadership structure provides an effective leadership model for MasterBrand and our Board to help ensure effective independent oversight at this time.oversight.

However, our Board also believes that no single leadership model is right for all companies andor at all times. Depending on the circumstances, other leadership models, such as combining the roles of the independent Non-Executive Chairman 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 Chairman, Chair, our independent directors have ample opportunity to, and regularly do, assess the performance of our Chief Executive Officer and provide meaningful feedback and direction to him. Our Board has strong and effective independent oversight of management.

Board Oversight

OUR BOARD’S OVERSIGHT OF RISK MANAGEMENT

The Board, directly and through its committees, is responsible for oversight of our risk management processes and enterprise risk, and assistsalong with assisting management in assessing major risks and evaluating options for their mitigation. In particular, the Board has delegated oversight of enterprise risk management to our Audit Committee. We maintain an enterprise risk management program that supports strategic planning, performance, and decision making. To that end, we identify, categorize, assess, respond to, and monitor risks, escalating as needed. Our Board considers enterprise risk topics, such as strategic, competitive, market access, economic, operational, financial, legal, regulatory, cybersecurity, environmental, corporate, business continuity, social and governance compliance, human capital, and reputational risks.

Our senior management team is charged with managing these risks through robust 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.

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

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 and undertaking an investigation of whistleblower complaints; and (v) consulting with our Legal Department for interpretations of applicable law. The Corporate Compliance Committee meets quarterlyregularly to review our compliance efforts, and it reports annually to theour Board of Directors or to a committee delegated with such responsibility by the Board of Directors.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.

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 September6, 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, and 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 December31, 2023.

In addition, the Compensation Committee adopted a Discretionary Clawback Policy, effective December7, 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.

Insider Trading Policy

We have adopted an insider trading policy (the “Insider Trading Policy”) that prohibits our associates, officers, directors, as well as their respective family members, from purchasing, selling, or otherwise transacting in our securities while in possession of material nonpublic information. Our Insider Trading Policy is designed to promote compliance with insider trading laws, rules, regulations, and NYSE listing standards. It generally (i) prohibits insider trading by any person affiliated with MasterBrand, (ii) imposes heightened requirements (including blackout periods) for certain restricted persons, and (iii) imposes special reporting obligations for our directors and executive officers.

Corporate Governance Principles

We have adopted Corporate Governance Principles in accordance with the corporate governance rules of the NYSE, which serve as a flexible framework within which our Board and its committees operate. These guidelines cover a number of areas, including the role of our Board, Board composition, director independence, director selection, qualification and election, director compensation, executive sessions,meetings of the independent directors, key Board responsibilities, evaluation of executives, succession planning, risk management, Board leadership and operation, conflicts of interest, and other information.

Other Information

You can learn more about our corporate governance by visiting masterbrand.com/investors/governance/governance-documents, where you will find our Corporate Governance Principles, each standing Board committee charter, and other corporate governance-related information.

Each of the above documents, along with the MasterBrand Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers, is available in print upon request to our Corporate Secretary through the means described in “Other Information — Communicating With Us” below.

Non-Employee Directors receive compensation for their service to our Board. As a MasterBrand employee,associate, R. David Banyard, Jr., our Chief Executive Officer, does not receive compensation for his service as a director. Patrick S. Shannon was appointed to serve on our Board in March 2024 and, therefore, did not receive any compensation in 2023.

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(1)

(1)     The amounts shown in the table reflect annual fees. Actual compensation received by the directors for the period following the Separation until fiscal year end is shown in the 2022 Non-Employee Director Compensation table below.

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 companyCompany equity. The Nominating, Environmental, Social and GovernanceCompensation Committee reviews shareholdings annually to determine whether our directors and executive officers are meeting the applicable requirements.

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.

20222023 NON-EMPLOYEE DIRECTOR COMPENSATION

The following table shows information regarding the compensation earned or paid during 20222023 to Non-Employee Directors who served on our Board during the year. The amounts shown as fees earned or paid in cash in

(1)Awards to our non-employee directors of restricted stock units generally vest one year after the table include compensation earned for services in 2022, which represent a prorated amount for service fromdate of grant. Following the Separation on December 14,in 2022, until the end of the fiscal year on December 25, 2022, that will be paid in 2023. Actual compensation received by the directors for the period following the Separation until fiscal year end is set forth below.

(1)     Following the Separation, the Compensation Committee approved a proration methodology applicable for 2022 for the annual $135,000 restricted stock unit award for non-employee directors, (see Equity Retainer (Restricted Stock Units vesting after one year) in the Summary of Non-Employee Director Compensation above). The Compensation Committee approved an approach whereby the Equity Retainer willrestricted stock unit award would be prorated for the number of days of service in the year following the Separation. The Board and Compensation Committee expect to approvegranted the specific Equity Retainerprorated awards for 2022 at a future meetingduring 2023. Therefore, amounts reflected in 2023; therefore, such amounts are not included inthis column include the chart above.full restricted stock unit award for 2023 plus $64,726, which represents the prorated restricted stock unit award attributable to 2022.

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, the Board of Directors seekswe 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. The Company’sWe seek to align our executive compensation program is strongly aligned 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 2022.2023.

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.

Accordingly, the Board of Directors 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 20232024 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.”

Pursuant to Section 14A of the Exchange Act and the related rules of the SEC, we seek your vote, on an advisory basis, on whether the say-on-pay vote should occur every one, two or three years. Shareholders may instead abstain from casting a vote on this proposal.

The Board asks that you support a frequency period of one year for future advisory shareholder votes on the compensation of the Company’s named executive officers. The Board has determined that an annual advisory vote on executive compensation will allow shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices as disclosed in the proxy statement for each Annual Meeting. Such vote is therefore consistent with the Company’s efforts to engage in a dialogue with shareholders on executive compensation and corporate governance matters. Shareholders may vote on their preferred voting frequency by choosing the option of one year, two years or three years, or may abstain from voting.

Shareholders are not voting to approve or disapprove the recommendation of the Board. Although the Board intends to carefully consider the voting results of this proposal, the vote is advisory and is not binding on the Company, the Board or Compensation Committee. The Board may decide that it is in the best interests of shareholders and the Company to hold an advisory vote to approve executive compensation more or less frequently than the frequency preferred by shareholders.

We believe that the actions taken by the leadership team in 2023 have positioned MasterBrand to continue to enhance long-term value for our shareholders. We also believe that our compensation program and the goals used within our program continue to incentivize and reward performance.

2023 COMPENSATION HIGHLIGHTS

Our compensation programs and practices are designed to pay for performance and to align management’s interests with those of the Company’sour shareholders, while attracting, motivating and retaining superior talent to lead our Company. Our Compensation Committee believes that our compensation program incentivizes performance by (i) providing a significant amount of “at-risk” compensation, (ii) utilizing both short and long-term incentives tied to Company performance and (iii) balancing fixed (base salary) and variable (cash and equity) compensation. The material components of our 2023 executive compensation program are summarized in the following chart:

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 that lead to the creation of sustainable long-term shareholder value. The executive compensation program is designed to:

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 provideensure that our executives are compensated in a total compensation packagemanner 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 prevailing practicesrevenue and allowsmarket capitalization similar to MasterBrand. In connection with establishing executive compensation for increased compensation when superior financial performance is achieved, while not encouraging unnecessary or excessive risk-taking that could adversely affect MasterBrand and its stakeholders.

Thisfiscal 2023, our Compensation Discussion and Analysis is organized into two parts. The first section discusses decisions made by Fortune Brands beforeCommittee worked with WTW in the Separation. The balance of thispeer group development process. Consistent with WTW’s recommendations, our Compensation Discussion and Analysis discusses decisions made by MasterBrand afterCommittee approved, maintaining the Separation. Unless otherwise noted, all compensation tables reflect activitysame peer group for the entire fiscal year; this historical information is provided to give context.2024 as for fiscal 2023.

2022 PERFORMANCE AND RESULTS

We delivered solid financial and operational performance in 2022, while successfully completing our Separation from Fortune Brands and continuing to operate in an uncertain environment. Performance highlights include:

●        Increased net sales by 15% year-on-year to $3.3 billion.

●        Net income was $155 million

●        Adjusted EBITDA* grew to $411 million

●        Generated over $235 million in cash from operating activities; greater than 150% of Net Income

This was accomplished as we maintained our industry leading safety record, with an OSHA recordable rate of 1.04 for the full year 2022.

*        - Refer to Appendix A for a definition of Non-GAAP measures referenced, and a reconciliation to comparable GAAP measures.

ESTABLISHING MASTERBRAND’s compensation programs

Prior to the Separation, Fortune Brands and MasterBrand leadership established a process to review, benchmark and update programs and compensation packages for MasterBrand executive officers post-Separation. The Fortune Brands Compensation Committee reviewed and approved the programs and compensation packages, subject to MasterBrand’s Board approval. As part of the Separation, Ms. Hackett and Mr. Perry, who were members of the Fortune Brands Board of Directors prior to the Separation, were selected to join MasterBrand’s Board of Directors. This provided for an effective transition because Ms. Hackett was a member of Fortune Brands Compensation Committee and Mr. Perry attended Compensation Committee meetings related to Separation topics. Additionally, MasterBrand’s Compensation Committee chose to engage with Willis Towers Watson (“WTW”), the same firm that provided compensation consulting support to the Fortune Brands Compensation Committee. The programs and compensation packages approved by the Fortune Brands Compensation