Not independent
Tenure on this board
3.6 yrs
Meeting calendar
MBC · Annual meeting · Thursday, June 4, 2026
Masterbrand Inc
11 nominees · 3 ballot items.
Elect directors; advisory approval of 2025 NEO compensation (say-on-pay); ratify PwC as independent auditor for 2026.
Market cap
$1.1B
1Y TSR
-20.3%
Board grade
C
Record date
Apr 13, 2026
Filing
DEF 14A
Meeting concluded · Jun 4, 2026
Follow how the vote landed and what changed on Masterbrand Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect two (or three, if merger with American Woodmark closes beforehand) director nominees to serve three-year terms; nominees include Ann Fritz Hackett and R. David Banyard, Jr., and contingent nominee Philip Fracassa if Merger closes prior to meeting.
- 2
Advisory Resolution to Approve Executive Compensation of the Company’s Named Executive Officers (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement for 2026.
More detail
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s 2025 executive compensation as described in the CD&A and compensation tables. Management seeks shareholder approval as part of regular governance and to receive feedback; the Board supports annual say-on-pay votes (last year’s support was 97%) and recommends FOR to signal alignment with pay-for-performance design where a significant portion of pay is at risk and tied to metrics like Adjusted Diluted EPS, Free Cash Flow, Adjusted EBITDA and Adjusted ROIC. The Compensation Committee uses independent advisors and a peer group benchmarking process, employs clawback policies, double-trigger change-in-control provisions, and stock ownership guidelines to align interests and mitigate risk. The vote is advisory and not binding, but the Board will consider the outcome when setting future compensation policies. The proposal’s context includes recent merger activity (Supreme acquisition and pending American Woodmark merger), 2025 results where free cash flow exceeded net income, and material equity awards subject to multi-year performance metrics; shareholders should consider whether the disclosed pay outcomes and governance controls appropriately align pay and company performance.
- 3
Ratification of Selection of Independent Auditor
ManagementBoard: FORRatify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026.
Director elections
Nominees on the ballot11
Independent
Tenure on this board
3.6 yrs
Also a director at
Fortune Brands Innovations Inc (FBIN)
Independent
Tenure on this board
0.1 yrs
Independent
Tenure on this board
3.6 yrs
Also a director at
Sylvamo Corp (SLVM)Crane Nxt Co (CXT)
Independent
Tenure on this board
3.6 yrs
Also a director at
V F Corp (VFC)Darden Restaurants Inc (DRI)
Independent
Tenure on this board
2.3 yrs
Also a director at
Astec Industries Inc (ASTE)Herc Holdings Inc (HRI)
Independent
Tenure on this board
0.1 yrs
Also a director at
Interface Inc (TILE)
Independent
Tenure on this board
2.1 yrs
Also a director at
Insight Enterprises Inc (NSIT)
Independent
Tenure on this board
3.6 yrs
Independent
Tenure on this board
3.6 yrs
Also a director at
Fortune Brands Innovations Inc (FBIN)
Independent
Tenure on this board
0.1 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 14,075,297 | $117M |
| 2 | Coliseum Capital Management, LLC | 9.9% | 12,694,710 | $105M |
| 3 | Gates Capital Management, Inc. | 8.1% | 10,346,864 | $86M |
| 4 | DIMENSIONAL FUND ADVISORS LP | 5.3% | 6,726,795 | $56M |
| 5 | Boston Partners | 4.9% | 6,292,732 | $52M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,725,492 | $48M |
| 7 | Pertento Partners LLP | 3.9% | 4,964,821 | $41M |
| 8 | Sixth Street Partners Management Company, L.P. | 3.8% | 4,905,383 | $41M |
| 9 | STATE STREET CORP | 3.8% | 4,891,066 | $41M |
| 10 | FMR LLC | 3.3% | 4,205,678 | $35M |
Peers
Nearest market capOther Consumer Cyclical sector meetings6
Upcoming shareholder meetings at Masterbrand Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Reference
Frequently asked questions
- When is the Masterbrand Inc 2026 annual meeting?
- Masterbrand Inc (MBC) holds its 2026 annual shareholder meeting on Thursday, June 4, 2026.
- What is the record date for the Masterbrand Inc 2026 meeting?
- The record date for the Masterbrand Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Masterbrand Inc's 2026 meeting?
- The board is presenting 11 director nominees at the Masterbrand Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Masterbrand Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Masterbrand Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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