Hiranda Donoghue
Executive Vice President, Chief Legal Officer and Corporate Secretary at Fortune Brands Innovations
Executive
About Hiranda Donoghue
Hiranda S. Donoghue is Executive Vice President, Chief Legal Officer and Corporate Secretary of Fortune Brands Innovations (FBIN), serving in this role since December 2021; she is 46 years old and previously held senior legal roles at Baxter and Walgreens . Company performance in 2024 included $4.6B net sales, $738M operating income (16% margin), EPS of $3.75, and strong cash generation ($668M; 101% cash conversion), with before charges/gains EPS of $4.12, operating income of $781M, and 16.9% margin . FBIN’s Pay vs Performance disclosure shows the value of a $100 investment at $167.58 (2021), $106.43 (2022), and $143.94 (2023); net income and EPS were $772.4M/$5.73 (2021), $686.7M/$6.32 (2022), and $404.5M/$3.91 (2023) . The company’s 2024 say‑on‑pay approval was 71%, with the board conducting outreach and reverting to standard plan design after 2023 one-time changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baxter International Inc. | Vice President & Deputy General Counsel | Nov 2018 – Dec 2021 | Senior legal leadership at a global healthcare company |
| Walgreen Co. | Vice President, Corporate and M&A Legal (prior positions in legal) | Not disclosed | Led corporate and M&A legal advisory at a major retailer |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed for Donoghue in FBIN filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary at year-end ($) | $525,000 | $550,000 |
| Target Bonus (%) | 75% | 75% |
| Long-Term Incentive Award Target Value ($) | $1,000,000 | $1,075,000 |
| Total Target Compensation ($) | $1,918,750 | $2,037,500 |
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $500,000 | $519,712 | $544,808 |
| Stock Awards | $675,016 | $749,982 | $806,262 |
| Option Awards | $225,004 | $250,002 | $268,747 |
| Non-Equity Incentive | $201,950 | $478,013 | $383,213 |
| All Other Compensation | $61,204 | $78,996 | $105,551 |
| Total | $1,663,174 | $2,076,705 | $2,108,581 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| EPS (before FX adjustment) | 60% | $4.30 | $4.14 | Included in 92.9% overall payout |
| Operating Income Margin % (OIMP) | 20% | 17.1% | 16.9% | 92.9% |
| Working Capital Efficiency (WCE) | 20% | 21.7% | 21.5% | Included in 92.9% overall payout |
- 2024 Annual Incentive payout for Donoghue: $383,213 (base $550,000 × 75% target × 92.9% achievement) .
- LTI design: PSAs over 3 years with EBITDA Margin % (75%) and ROIC (25%), 0–200% payout for 2024–2026 cycle; 2023–2025 was a one-time 0–300% cap contingent on revenue growth vs peer group for >200% .
- RSUs and options vest in three equal annual installments (10-year option term) .
Equity Ownership & Alignment
| Beneficial Ownership | % of Shares Outstanding | Shares Acquirable within 60 Days |
|---|---|---|
| 33,708 shares | <1% | 21,438 shares (options/rights) |
| Unvested RSUs (#) | Market Value ($) | PSAs Outstanding (#) | Market/Payout Value ($) |
|---|---|---|---|
| 7,037 | $487,101 (at $69.22) | 14,811 (at target) | $1,025,217 (at $69.22) |
| Options Vesting by Year | 2025 | 2026 | 2027 |
|---|---|---|---|
| Number of options vesting | 10,794 | 7,514 | 3,429 |
| RSUs Vesting by Year | 2025 | 2026 | 2027 |
|---|---|---|---|
| Number of RSUs vesting | 3,451 | 2,470 | 1,116 |
- Stock ownership guidelines: CEO 6× salary; officers reporting to CEO 3× salary; executives must hold 50% of net shares from vesting until meeting guideline; the company prohibits hedging/pledging and states all NEOs meet or are within the compliance window .
Employment Terms
- Employment status: At-will; FBIN does not have employment contracts for NEOs .
- Severance: For qualifying termination (without cause or for good reason), Donoghue’s modeled 2023 values were cash severance $1,474,817; health benefits $27,536; equity generally forfeited absent death/disability/retirement .
- Change-in-control: Double-trigger; cash severance modeled at $1,966,422; options continued/vested per plan; RSUs fully vest; PSAs pay at target; no excise tax gross-ups .
- Restrictive covenants: One-year non-solicit and one-year non-compete required for severance eligibility .
- Clawback: NYSE-compliant clawback applicable to incentive compensation received on/after Oct 2, 2023 and prior policy applies to earlier awards .
- Perquisites: Executive health program and cybersecurity privacy protection; “All Other Compensation” includes retirement plan contributions (SERP contribution credited $50,837 for 2024) .
| Severance Scenario (as of 12/30/2023) | Amount ($) |
|---|---|
| Cash Severance (without cause/good reason) | $1,474,817 |
| Health & Related Benefits (without cause/good reason) | $27,536 |
| Cash Severance (after change-in-control) | $1,966,422 |
| Options (after change-in-control) | $187,992 |
| RSUs (after change-in-control) | $1,108,230 |
| PSAs (after change-in-control) | $625,573 |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| TSR – Value of $100 investment ($) | $167.58 | $106.43 | $143.94 |
| Net Income ($ millions) | $772.4 | $686.7 | $404.5 |
| EPS ($) | $5.73 | $6.32 | $3.91 |
| 2024 Operational Highlights | Value |
|---|---|
| Net Sales | $4.6B |
| Operating Income | $738M |
| Operating Margin | 16% |
| EPS (GAAP) | $3.75 |
| EPS (before charges/gains) | $4.12 |
| Operating Income (before charges/gains) | $781M |
| Operating Margin (before charges/gains) | 16.9% |
| Cash from Operations | $668M |
| Cash Conversion Ratio | 101% |
- Governance/legal execution: Donoghue serves as the signatory for multiple FBIN SEC filings (e.g., annual meeting 8-K votes, press releases, Form SD), reflecting responsibilities as Corporate Secretary and CLO .
Compensation Structure Notes
- Annual bonus metrics emphasize profitability and capital efficiency (EPS 60%, OIMP 20%, WCE 20%); non-GAAP adjustments are used to focus on underlying performance (e.g., FX) .
- LTI program balances PSAs, RSUs, and options; the one-time 2023 PSA 300% cap was designed for post-separation transformation and reverted to 200% thereafter .
- 2025 changes included reverting PSAs to EBITDA dollars instead of margin to align with growth strategy (program-level disclosure) .
Equity Ownership Policies & Related Party
- Anti-hedging and anti-pledging policy applies to executives and directors; stock ownership guidelines enforced .
- FBIN reported no related-party transactions requiring Item 404 disclosure since December 31, 2023 .
Investment Implications
- Alignment: Donoghue’s pay mix is equity-heavy (RSUs, options, PSAs) with three-year PSAs tied to EBITDA margin and ROIC, aligning incentives with long-term margin expansion and capital efficiency; ownership guidelines and anti-pledging strengthen alignment .
- Retention risk: Multi-year vesting with material unvested RSUs/PSAs (7,037 RSUs; 14,811 PSAs) and staged option vesting through 2027 support retention; severance includes double-trigger CIC with moderate cash multiple, reducing abrupt departure risk .
- Performance signals: 2024 AIP payout at 92.9% indicates near-target execution on EPS/OIMP/WCE; the reversion of PSAs to EBITDA dollars and strong 2024 cash generation suggest continued focus on profitable growth and cash conversion .
- Governance quality: Robust clawback, no employment contracts/tax gross-ups, and prohibition on option repricing are shareholder-friendly; 2024’s lower say-on-pay support prompted board engagement and program adjustments .