MasterBrand (MBC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 5, 2025, to elect three directors, approve executive compensation, and ratify the auditor appointment.

• Net sales reached $2.7 billion in 2024, with net income of $126 million and adjusted EBITDA of $363.6 million.

• Strategic initiatives include Align to Grow, Lead through Lean, and Tech Enabled, focusing on efficiency, growth, and digital transformation.

• Acquisition of Supreme Cabinetry Brands completed in 2024, supporting growth and product portfolio expansion.

Voting matters and shareholder proposals

• Shareholders will vote on electing three director nominees for three-year terms.

• Advisory vote on 2024 named executive officer compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Shareholder proposals for 2026 proxy materials must be submitted by December 23, 2025.

Board of directors and corporate governance

• Board consists of eight directors, with a classified structure transitioning to annual elections by 2030.

• 7 of 8 directors are independent, including the Non-Executive Chair.

• All board committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.

• Annual board and committee self-evaluations and majority voting standard for director elections.

• Proxy access rights for 3% shareholders with three years of ownership.