Ann Hackett
About Ann Hackett
Ann F. Hackett is an independent director at Fortune Brands Innovations (FBIN). She is a retired strategy and human capital consulting executive with extensive experience advising boards and senior management on strategy development, change initiatives, risk management, talent management, succession planning, and performance-based compensation program design. She previously co-founded Personal Pathways, LLC (2015–Jan 2020) and founded Horizon Consulting Group, LLC (1996), retiring in January 2020. Her qualifications include significant international and technology experience and large-scale transformation expertise . The Board has affirmatively determined Ms. Hackett is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Personal Pathways, LLC | Strategy Consulting Partner & Co-founder | 2015–Jan 2020 | Led strategy and human capital advisory work for enterprise collaboration platforms |
| Horizon Consulting Group, LLC | President; Founder | 1996–2015 (prior to Personal Pathways) | Strategy consulting for boards and senior management; compensation program design and succession planning |
External Roles
| Organization | Role | Committee Positions | Notes |
|---|---|---|---|
| Capital One Financial Corporation | Lead Independent Director | Chair, Governance & Nominating Committee | Extensive public company board experience; governance leadership |
| MasterBrand, Inc. | Director | Chair, Compensation Committee | Largest manufacturer of residential cabinets in North America; FBIN’s former cabinets business was spun off (“Separation”) referenced in pay design context |
Board Governance
- Committee assignments: Compensation Committee member; NESG (Nominating, Environmental, Social & Governance) Committee member .
- Independence: Affirmatively determined independent under NYSE and Exchange Act definitions .
- Attendance: Each director nominee and continuing director attended more than 90% of Board and applicable committee meetings in 2024; Hackett attended the 2024 Annual Meeting (all then-serving directors attended except Messrs. Morikis and Waters) .
- Board and committee meeting cadence: Board (5), Audit (8), Compensation (5), NESG (4) meetings in 2024 .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation | Member | 5 | Independent |
| NESG | Member | 4 | Independent |
Fixed Compensation
- Program design for non-employee directors: Cash retainer $120,000; equity retainer $160,000 in Company Stock; committee chair fee $15,000 (Audit/Compensation/NESG); Board Chair fee $200,000; stock ownership guidelines of 5x cash retainer ($600,000) within five years .
- Anti-hedging/anti-pledging: Company policy prohibits directors and executives from hedging or pledging Company stock or engaging in derivative transactions to offset stock value changes .
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees earned (cash) | $120,000 | Annual cash retainer |
| Stock awards (grant-date fair value) | $159,986 | Annual equity retainer of $160,000 delivered as Company Stock; 2024 grant 2,197 shares based on $72.82 closing price (rounded) |
| All other compensation | $1,300 | Insurance premiums, benefits programs per director policy |
| Total | $281,286 | Sum of cash, equity, and other compensation |
Grant details:
- May 2024 annual stock grant: $160,000 / $72.82 = 2,197 shares (rounded to nearest share) .
Performance Compensation
- Meeting fees: Not applicable (program consists of retainers) .
- Options and non-equity incentives: None for directors in 2024 (Option Awards, Non-Equity Incentive Compensation columns “n/a”) .
- Performance metrics tied to director compensation: Not disclosed/applicable; directors receive time-based equity retainers, not performance-conditioned awards .
| Metric Category | FBIN Director Program | 2024 Application |
|---|---|---|
| Annual performance bonus/bonus metrics | Not applicable to directors | n/a |
| Long-term performance awards (PSUs) | Not applicable to directors | n/a |
| Options (performance-linked) | Not applicable; options not granted to directors | n/a |
Governance guardrails relevant to incentive risk:
- Clawback policy applies to incentive compensation for executive officers (post-10/2/2023 under NYSE/Nasdaq rules), overseen by Compensation Committee; indicator of committee’s governance posture .
Other Directorships & Interlocks
| Company | Interlock/Connection | Governance Consideration |
|---|---|---|
| MasterBrand, Inc. | Hackett chairs Compensation Committee; FBIN’s former cabinets business was spun off (“Separation”) in 2022 context; Jeffery S. Perry (FBIN director; NESG Member) also serves as a MasterBrand director | Potential information flow/interlock across FBIN and its former business; monitor compensation benchmarking and related-party sensitivities post-separation; no related-party transactions disclosed in proxy regarding Hackett |
| Capital One Financial Corporation | Hackett serves as Lead Independent Director; Chair of Governance & Nominating Committee | Strong external governance credentials; potential time commitments balanced against >90% attendance at FBIN |
Expertise & Qualifications
- Strategy, human capital, and compensation program design expertise; succession planning and risk management .
- International and technology experience; large-scale transformation leadership .
- Extensive public company board experience; governance committee leadership (Capital One lead independent director); compensation committee leadership (MasterBrand) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Ann F. Hackett | 34,815 | <1% | Includes deferred shares under Non-Employee Director Deferred Compensation Plan (footnote 9) |
Additional alignment mechanisms:
- Director stock ownership guideline: 5x annual cash retainer ($600,000) within five years; all directors either meet or are within compliance timelines .
- Hedging/pledging prohibition: Directors may not hedge or pledge Company Stock .
Governance Assessment
- Board effectiveness: Hackett’s dual membership on the Compensation and NESG committees aligns with her expertise in compensation design and governance; committees are composed entirely of independent directors, and she maintained >90% attendance in 2024—positive for investor confidence .
- Compensation oversight signals: 2024 Say-on-Pay approval fell to ~71% vs historical ~94% average (2012–2023). The Compensation Committee (of which Hackett is a member) led outreach and made design adjustments for 2025 (no increases to CEO base, bonus targets, or LTI values; reverted PSAs to EBITDA dollars), indicating responsiveness to shareholder feedback—net positive for governance but still a watch item .
- Interlocks and potential conflicts: Hackett chairs the Compensation Committee at MasterBrand (FBIN’s separated cabinets business) and serves alongside FBIN director Jeffery Perry on MasterBrand’s board, creating an interlock that warrants monitoring for compensation benchmarking and information flow; the proxy does not disclose related-party transactions involving Hackett. Highlight as diligence item rather than an active red flag .
- Alignment and risk controls: Strong ownership guideline (5x cash retainer) and anti-hedging/pledging policy enhance alignment; Hackett holds 34,815 deferred shares, supporting long-term orientation .
RED FLAGS / Watch Items
- 2024 Say-on-Pay approval at 71% suggests shareholder scrutiny of pay design; Hackett’s Compensation Committee role implies direct accountability—monitor 2025 outcomes and disclosure depth .
- Board interlock with MasterBrand (post-separation) could pose perceived conflict risk if compensation or transactions intersect—maintain surveillance for any related-party exposure; none disclosed in proxy .