📝 What This Document Is 🗳️

This is a Proxy Statement (Form DEF 14A), which is a detailed, mandatory filing with the SEC. Think of it as an instruction manual for shareholders, outlining the major decisions the company wants you to vote on at the upcoming annual meeting. Since it's a Proxy Statement, the goal is to inform you of the company's business, its current performance, and its governance practices before you cast your ballot.

The 2026 Annual Meeting of Shareholders is scheduled for Thursday, June 4, 2026, at 9:00 a.m. Eastern Time. Shareholders can vote either in person, by Internet, or by mail. 👉 You must pay attention to the specific voting matters because they dictate who leads the company and how management is compensated.

🏢 What The Company Does 🏠

MasterBrand, Inc. is a major player in the home goods industry. It is described as the largest manufacturer of residential cabinets in North America. The company offers a comprehensive product line for kitchens, bathrooms, and other parts of the home, with offerings that range from simple stock cabinets to premium semi-custom selections.

MasterBrand reaches customers through a robust distribution network that includes over 7,900 dealers, major retailers, and builders. The company built its operational culture around "The MasterBrand Way," which is a framework using proven tools of Lean manufacturing to drive consistent efficiency across its processes. 👉 Essentially, MasterBrand doesn't just sell cabinets; it manages a vast, complex supply chain that serves professional builders and everyday homeowners.

💰 2025 Financial Performance Highlights 📊

The company provided a summary of its 2025 results, which showed a challenging market environment but highlighted the company’s financial resilience. The financial metrics show a year of strategic navigation despite broader industry headwinds.

Key Financial Metrics (2025 vs. 2024):

• Net Sales: $2.7 billion, representing a 1.3% increase compared to 2024. This growth was driven partly by the full year inclusion of Supreme Cabinetry Brands, Inc., the company's first acquisition as a stand-alone public entity.
• Net Income: Decreased to $26.7 million, compared to $125.9 million in 2024. This drop was attributed to the general market decline, unfavorable product mix (consumers seeking value), and tariff issues.
• Non-GAAP Adjusted EBITDA: Was $298.2 million, compared to $363.6 million in 2024. (Non-GAAP adjusted EBITDA is a measure of earnings before interest, taxes, depreciation, and amortization, used here to assess core operating performance.)
• Net Cash from Operating Activities: Was $195.7 million, down from $292.0 million in 2024.

Why this matters: Although the market was tough—due to high interest rates, affordability concerns, and tariffs—the company was able to generate strong free cash flow. By maintaining disciplined operations, MasterBrand signaled that it remains financially resilient and capable of funding future growth.

🤝 The American Woodmark Merger Deal 🏗️

One of the most critical developments discussed is the planned merger with American Woodmark Corporation. This pending transaction is anticipated to significantly restructure the company and boost its capabilities.

• The Deal: MasterBrand (through a subsidiary, Maple Merger Sub, Inc.) and American Woodmark are entering into an Agreement and Plan of Merger.
• Expected Timeline: The merger is expected to close in the second calendar quarter of 2026.
• Strategic Value: The company anticipates that the merger will deliver $90 million of run-rate synergies by the end of year three, after the close.

Why this matters: Mergers are typically done to achieve economies of scale or gain new capabilities. The promised $90 million in synergies means the combined company expects to save or earn that amount through operational efficiencies, making the deal a clear strategic move to increase future profitability.

🚀 Strategic Priorities and Growth Initiatives 🌱

MasterBrand outlines its future direction through three interconnected strategic pillars, all aimed at navigating market challenges and setting the stage for growth. These initiatives are the actionable plans that management is implementing.

• ➡️ Align to Grow: This focus aims to reduce complexity across the supply chain and manufacturing processes. Highlights include strengthening data sharing across brands and implementing pricing simplification for semi-custom products to meet unique customer needs.
• 🌱 Lead through Lean: This initiative emphasizes improving internal productivity and nurturing the workforce. The company views its "Lean" tools as more than just efficiency aids; they are used to engage associates and foster a culture of continuous problem-solving.
• 💻 Tech Enabled: This is the digital transformation pillar. The company is focused on leveraging data, analytics, and automation—from the plant floor to customer interaction—to improve the buying experience and streamline internal operations. A key project is the deployment of a centralized order management system.

🏛️ Governance and Board Leadership Structure 🌐

The Proxy Statement dedicates significant space to corporate governance, assuring shareholders that the company operates under high ethical standards and robust oversight. It details how the company manages risk and monitors its internal processes.

Corporate Governance Highlights:

• Independence: The company emphasizes independent oversight, ensuring that committee members and the Board itself maintain objectivity.
• Leadership: The Board maintains a separate role for the independent Non-Executive Chair and the Chief Executive Officer. This structure is designed to enhance accountability and give both roles the necessary focus to succeed.
• Risk Oversight: The Audit Committee, under the chair of Robert Crisci, has a critical role in reviewing strategies related to cybersecurity and the company's responsible use of Artificial Intelligence (AI).

👥 Director and Committee Nominations 💼

The Annual Meeting requires shareholders to vote on the election of directors and the ratification of key board committees. The board has presented a deep bench of highly experienced nominees to guide the company.

Voting Proposals:

1. Election of Directors: Shareholders will vote to elect two director nominees to serve three-year terms (or three if the merger completes first).
2. Executive Compensation: Shareholders will approve, on a non-binding advisory basis, the Named Executive Officer compensation for 2025.
3. Independent Auditor: Shareholders will ratify the appointment of PricewaterhouseCoopers LLP as the independent public accounting firm for 2026.

Committee Leaders: The governance structure is overseen by three independent committees:

• Audit Committee Chair: Robert Crisci.
• Compensation Committee Chair: Ann Fritz Hackett.
• Nominating and Governance Committee Chair: David Petratis.

Board Expertise: The board is comprised of highly seasoned leaders with complementary backgrounds, including experience in: Public company senior management, consumer products, Mergers & acquisitions, and Technology/Artificial intelligence. Several nominees’ appointments (Philip Fracassa, Daniel Hendrix, and Andrew Cogan) are explicitly noted as being contingent upon the closing of the merger with American Woodmark.

📈 Executive Compensation Philosophy 💵

MasterBrand’s executive compensation program is structured around a "pay for performance" philosophy. This design aims to align the interests of management directly with the long-term success of the company and its shareholders.

• Compensation Risk: A substantial portion of the compensation paid to the Named Executive Officers (NEOs) is "at risk." At target, 85% of the CEO’s compensation and, on average, 69% of the NEOs’ compensation, is at risk. This means that if the company underperforms, a significant portion of the pay is withheld.
• Long-Term Success: For the 2023–2025 period, the Performance Share Awards paid out at 170% of target. This outcome was based on the company exceeding goals for cumulative EBITDA* and average Adjusted Return on Invested Capital* (Adjusted ROIC), reflecting strong long-term execution.

🗓️ Key Dates and Contacts 📌

For those needing to vote or seek more information, the following dates and resources are essential:

• Annual Meeting Date: Thursday, June 4, 2026, at 9:00 a.m. Eastern Time.
• Record Date: Close of business on April 13, 2026.
• Proxy Materials Availability: The full materials are available online at www.proxydocs.com/MBC.

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🧠 The Analogy

Think of the company's annual meeting like a major team pep talk at the end of a tough season. The coach (the Board) has to show the players (the shareholders) not only how well they performed this year (the financial results) but also exactly how they plan to change their playbook—by merging with a rival (American Woodmark), adopting new technology (Tech Enabled), and improving their core skills (Lead through Lean)—to win the championship next year. Every single vote is a decision about which direction the team should run.

🧩 Final Takeaway

MasterBrand is navigating a challenging market through strategic mergers and digital transformation. Shareholders must vote on a merger that promises significant scale and efficiency, while also approving the board and executive compensation that will guide the company into its next phase of growth.