David Mackay
About David Mackay
David A. D. Mackay is an independent Class III director of Fortune Brands Innovations (FBIN), serving since 2011 and currently chairs the Compensation Committee; he is also a member of the Executive Committee and was previously a member of the Audit Committee . He is the former President and Chief Executive Officer of Kellogg Company (retired January 2011), bringing significant strategic leadership and international operations experience in consumer products; he previously served as non‑executive Chairman of Beam, Inc. . As of the 2024 proxy, Mackay was 68; the Board has affirmatively determined his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellogg Company | President & Chief Executive Officer; previously President & Chief Operating Officer | Retired since Jan 2011 | Led global operations and strategy, deep consumer products expertise |
| Beam, Inc. | Non‑Executive Chairman (prior) | Not disclosed | Board operations, executive compensation and succession planning expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Clorox Company | Director (current) | Not disclosed | Clorox is included in FBIN’s compensation peer group, creating an interlock to monitor |
Board Governance
- Independence: Affirmatively determined independent; FBIN independent Board at 89% in 2025 .
- Attendance: Each director attended >90% of Board/committee meetings in 2024; 2024 meetings held: Board 5, Audit 8, Compensation 5, NESG 4 .
- Leadership: Independent Non‑Executive Chair (Susan Kilsby); executive sessions led by the Chair; Compensation Committee chaired by Mackay .
- Committees and roles:
- Compensation Committee: Chair (2024; 5 meetings) .
- Executive Committee: Member (2024; no actions required) .
- Audit Committee: Member in 2023 (10 meetings); not listed as member in 2025 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard non‑employee director cash retainer |
| Committee Chair Fee | $15,000 | Compensation Committee chair fee (Mackay) |
| Equity Retainer | $160,000 | Annual stock grant (e.g., 2,197 shares at $72.82 closing price in May 2024) |
| Board Chair Fee | $200,000 | Applies to Non‑Executive Chair (not Mackay) |
2024 director compensation (Mackay):
| Year | Fees Earned (Cash) | Stock Awards (FASB ASC 718) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $135,000 | $159,986 | $6,277 | $301,263 |
| 2023 | $135,000 | $159,994 | $6,432 | $301,426 |
Director benefits include basic group life/AD&D, business travel accident, concierge health, and cybersecurity privacy protection; anti‑hedging/anti‑pledging policy prohibits hedging and pledging of Company stock .
Stock ownership guidelines: 5× annual cash retainer ($600,000) to be met within 5 years; all directors currently meet or are within the allowed period .
Performance Compensation
Compensation for non‑employee directors is retainer‑based (cash and equity). As Compensation Committee Chair, Mackay oversees executive incentive design and targets. 2024 Annual Incentive Plan (AIP) metrics and outcomes:
| Metric | Weight | Threshold | Target (100%) | Max (200%) | Actual | Notes |
|---|---|---|---|---|---|---|
| EPS (before charges/gains; FX‑adjusted) | 60% | $3.56 | $4.30 | $5.04 | $4.14 | Company-wide AIP payouts calculated based on aggregate achievement |
| Operating Income Margin % (OIMP) | 20% | 16.1% | 17.1% | 18.0% | 16.9% | 2024 AIP achievement used for payouts was 92.9% of target |
| Working Capital Efficiency (WCE, 13‑month avg) | 20% | 23.9% | 21.7% | 19.9% | 21.5% | Non‑GAAP adjustments permitted; FX excluded from EPS |
2024 Performance Share Awards (PSAs) for executives:
| Metric | Weight | Design Notes |
|---|---|---|
| EBITDA Margin % | 75% | Focus on margin expansion post‑Separation; 3‑year cumulative period; payouts 0–200% |
| ROIC (3‑yr avg) | 25% | Capital efficiency and long‑term value creation |
Program changes and shareholder feedback:
- 2023 PSAs had a one‑time maximum payout increase to 300% (above 200% only if revenue growth exceeds peers); reverted to 200% max starting 2024 cycle .
- 2024 Say‑on‑Pay approval was 71% vs ~94% historical average; Mackay led a focused shareholder outreach campaign and the Committee reverted PSA design to EBITDA dollars for 2025–2027 to align with growth strategy; CEO’s 2025 pay opportunities were not increased .
Clawback policy applies to incentive‑based compensation on and after Oct 2, 2023; prior awards remain subject to legacy clawback terms .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlock/Notes |
|---|---|---|---|
| The Clorox Company | Director | Not disclosed in FBIN proxy | Clorox is a named 2024 compensation peer; potential benchmarking interlock (RED FLAG) |
Expertise & Qualifications
- Strategic leadership and international operations in consumer products from Kellogg CEO/COO roles; prior non‑executive chairman experience at Beam, Inc. .
- Board operations, executive compensation, and succession planning expertise; current service on several non‑profit boards (names not disclosed) .
Equity Ownership
| Name | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| A. D. David Mackay | 22,393 | <1% | No hedging/pledging allowed under policy; directors adhere to 5× retainer ownership guidelines |
Company‑wide director/executive beneficial holders listed; Mackay’s ownership is below 1%; policy prohibits hedging and pledging; guideline compliance is affirmed for directors .
Governance Assessment
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Strengths
- Independence affirmed; robust committee leadership by Mackay (Compensation Chair) and strong engagement (attendance >90%) .
- Proactive shareholder outreach after lower 2024 Say‑on‑Pay; reverted PSA constructs and held CEO pay opportunities flat for 2025, signaling responsiveness and discipline .
- Strong governance hygiene: anti‑hedging/pledging policy, rigorous stock ownership guidelines, mandatory clawback, majority voting, proxy access, executive sessions .
-
Risks and RED FLAGS
- Peer‑group interlock: Mackay sits on The Clorox Company board while Clorox is in FBIN’s compensation peer group—monitor for benchmarking bias or information flow concerns (RED FLAG) .
- Compensation consultant dual engagements: WTW advises the Compensation Committee ($256k fees in 2024) while also providing separate services to management ($1.17M in 2024); although independence is reviewed annually, management secures these services directly (potential perception risk) .
- 2023 program changes: one‑time 300% PSA cap and AIP targets set below prior‑year results due to post‑Separation scale; reversion and enhanced disclosure mitigate but remain historical governance watchpoints .
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Related‑Party Transactions and Conduct
- No related‑party transactions requiring Item 404 disclosure since Dec 31, 2023 (and since Jan 1, 2023 for prior period) .
- Insider trading and conflicts policies administered with Board oversight; no hedging/pledging permitted .
-
Committee Effectiveness
- Compensation Committee chartered to balance pay‑for‑performance and retention; multiple metrics, capped payouts, overlapping long‑term cycles, and ownership requirements address risk-taking; annual external risk assessment found no material risk in 2024 .
- Audit and NESG oversight structures and executive sessions support robust risk governance and board refreshment .
Overall: Mackay’s deep CEO experience and compensation governance leadership are positives for investor confidence; monitor the Clorox peer‑group interlock and consultant dual‑role optics while noting FBIN’s responsive program adjustments and strong governance controls .