Sector: Industrials
MASTERBRAND INC · Meeting: June 4, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors
As CEO and director since December 2022, Banyard's tenure overlaps with MBC's 3-year price return of +19.7%, which trails the XLY sector ETF by 45.1 percentage points — below the 50pp threshold required to trigger an against vote for a low-positive absolute TSR, so no TSR trigger fires; no overboarding, attendance, independence, or other disqualifying concerns are present.
Director since December 2022 with full tenure overlap; the 3-year TSR gap of -45.1pp versus XLY does not breach the 50pp threshold for a low-positive absolute return, so no TSR trigger fires; no overboarding (she holds two public board seats: Fortune Brands and Capital One), no attendance issues, and all committee memberships are appropriate for her independent status.
Fracassa's appointment is contingent on the American Woodmark merger closing before the annual meeting; he has not yet served on the MasterBrand board and therefore is fully exempt from the TSR trigger under the 24-month new-director exemption; his qualifications as a CFO of multiple large public manufacturers are clearly relevant.
All three Class I nominees — including CEO Banyard, compensation committee chair Hackett, and merger-contingent nominee Fracassa — receive a FOR vote. MBC's 3-year price return of +19.7% lags the XLY sector ETF by 45.1 percentage points, which falls just below the 50pp underperformance threshold required to trigger against votes for a company with low-positive absolute TSR. No overboarding, attendance, independence, or qualification concerns exist for any nominee.
CEO
R. David Banyard, Jr.
Total Comp
$7,428,822
Prior Support
97%%
The CEO's total reported compensation of $7,428,822 is within a reasonable range for a CEO of a $1.2B consumer cyclical manufacturer, and the prior say-on-pay vote received 97% support, reflecting strong shareholder endorsement. The pay program is well-structured: at target, 85% of CEO pay is variable and at-risk, long-term equity awards use meaningful three-year performance metrics (cumulative adjusted EBITDA and average adjusted return on invested capital), the annual bonus uses measurable financial metrics with no discretionary inflation above formula, and both mandatory and discretionary clawback policies are in place. While MBC's stock underperformed the XLY sector ETF over three years, the variable pay structure ties outcomes to internal financial metrics rather than simply paying above-benchmark bonuses during a period of stock underperformance, and the 2025 annual bonus payed at exactly 100% of target — reflecting a balanced outcome where strong cash flow offset below-threshold earnings — which is consistent with pay-for-performance alignment.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,950,917
Non-Audit Fees
$1,752,000
The non-audit fees paid to PwC in 2025 totaled approximately $1,752,000 (audit-related fees of $1,750,000 plus other fees of $2,000), compared to audit fees of $3,950,917, producing a non-audit-to-audit ratio of approximately 44% — which on its face is below 50%. However, the $1,750,000 in audit-related fees in 2025 was entirely attributable to due diligence services for the pending American Woodmark merger, which is not part of the statutory audit scope and therefore must be included in the non-audit calculation under the policy. Including those fees, non-audit fees represent approximately 44% of audit fees — which is below 50%, so the ratio trigger does not fire. PwC is a Big 4 firm appropriate for a $1.2B company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted. Vote is FOR.
MasterBrand's 2026 annual meeting presents three standard proposals: director elections for two incumbent nominees and one merger-contingent nominee (all receiving FOR votes, as the 3-year TSR gap versus XLY falls just below the policy's trigger threshold), ratification of PwC as auditor (FOR, as the non-audit fee ratio remains below 50% even including merger due diligence fees), and an advisory say-on-pay vote (FOR, supported by a well-structured at-risk pay program, strong 97% prior-year shareholder support, and formula-driven incentive outcomes consistent with operating performance). No stockholder proposals appear on this ballot.
