Jeffery Perry
About Jeffery Perry
Independent director since 2020; age 58 as of the 2024 proxy. Founder and CEO of Lead Mandates LLC (2020–present), previously EY Global Client Service Partner (2014–2020) and held leadership roles at A.T. Kearney including co-leading North America Merger Integration services. Brings strategic, operational, financial advisory experience with M&A, integrations, divestitures, and transformations in consumer products; Board determined him independent under NYSE standards. Attended more than 90% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead Mandates LLC | Founder & CEO | 2020–present | Business and leadership advisory; strategic transformation expertise |
| Ernst & Young LLP | Global Client Service Partner for major consumer products accounts | 2014–2020 | Operational Transaction Services leadership; strategic, financial advisory |
| A.T. Kearney Inc. | Leadership roles | Not disclosed | Co-led North America Merger Integration services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterBrand, Inc. | Director | Not disclosed | Chair of Nominating Committee |
| Equitable Funds (registered investment company) | Director | Not disclosed | Board member |
| Babson College | Chair, Board of Trustees | Not disclosed | Board leadership |
| National Association of Corporate Directors (NACD) | Vice Chair | Not disclosed | Governance leadership; previously noted as Chicago Chapter board member |
Board Governance
- Committee memberships (2024): Audit Committee (member); Nominating, Environmental, Social & Governance (NESG) Committee (member). Audit chaired by Amit Banati; NESG chaired by Susan Kilsby. Each Audit and NESG member determined independent; all Audit members financially literate.
- Meeting attendance: More than 90% of total Board and applicable committee meetings during 2024; Board met 5x, Audit 8x, Compensation 5x, NESG 4x.
- Independence status: Board affirmed Perry is independent under NYSE independence definitions.
- Executive sessions led by independent Board Chair; committees hold executive sessions as appropriate.
| Committee | Role | 2024 Meetings | Chair |
|---|---|---|---|
| Audit | Member | 8 | Amit Banati |
| NESG | Member | 4 | Susan S. Kilsby |
Fixed Compensation
- Non-employee director program (2024): Cash retainer $120,000; equity retainer $160,000 in Company Stock; committee chair fee $15,000 (Audit/Comp/NESG); Board Chair fee $200,000; stock ownership guideline = 5× cash retainer ($600,000) within five years; directors may elect to convert/defer cash/equity via director plans.
- Program changes effective Jan 1, 2023: Eliminated committee membership fees; increased cash retainer to $120,000; increased equity retainer to $160,000 (WTW assisted review).
| 2024 Director Compensation (Perry) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 120,000 |
| Stock Awards (grant-date fair value) | 159,986 |
| Option Awards | n/a |
| Non-Equity Incentive Compensation | n/a |
| Change in Pension Value / Nonqualified Def. Comp. Earnings | n/a |
| All Other Compensation | 11,277 |
| Total | 291,263 |
Performance Compensation
- Structure: Non-employee directors receive fixed equity retainer; no performance-based bonus or option awards in 2024 (options column n/a; no non-equity incentive). Hedging and pledging of Company Stock prohibited.
- Equity grant detail (2024): Annual grant in May 2024 determined by dividing $160,000 by closing price $72.82, rounded to nearest share; resulted in 2,197 shares for each non-employee director. Directors may defer grants; deferrals noted for certain directors, not disclosed for Perry.
| 2024 Director Equity Grant Details | Value |
|---|---|
| Grant date | May 2024 |
| Dollar value | $160,000 |
| Closing price (grant date) | $72.82 |
| Shares granted | 2,197 |
| Aggregate grant-date fair value | $159,986 |
| Deferral election | Not disclosed for Perry |
Other Directorships & Interlocks
| Company/Organization | Relationship to FBIN | Potential Interlock/Notes |
|---|---|---|
| MasterBrand, Inc. | Former sibling via separation of prior FBHS businesses; current public company in residential cabinets | Perry chairs MasterBrand Nominating Committee; no related party transactions disclosed; NESG oversees independence/conflicts. |
| Equitable Funds | Registered investment company board | No FBIN related-party transactions disclosed. |
Expertise & Qualifications
- Strategic, operational, financial advisor to boards and management; extensive M&A/integration/divestiture/transformations in consumer products.
- Audit Committee member financially literate; contributes to oversight of financial statements, controls, auditor independence, ERM including cybersecurity and climate risks.
- Governance experience via NESG (board composition, independence reviews, ESG oversight).
Equity Ownership
- Beneficial ownership (as of March 17, 2025): 5,781 shares; less than 1% of outstanding.
- Stock ownership guidelines: 5× annual cash retainer ($600,000) within five years of joining; all directors currently meet or are within the five-year window; hedging/pledging prohibited.
| Holder | Shares | % of Class |
|---|---|---|
| Jeffery S. Perry | 5,781 | <1% |
Governance Assessment
- Board effectiveness: Perry’s dual service on Audit and NESG positions him in key oversight nodes (financial reporting/ERM and governance/independence/ESG). He attended >90% of meetings in 2024, supporting engagement.
- Alignment and pay structure: Fixed cash and time-based equity retainers with robust ownership guideline (5× cash retainer); no bonus/options; directors can defer equity; anti-hedging/pledging policy strengthens alignment.
- Independence and conflicts: Board affirmed independence; formal conflicts/related-party transaction process administered by management committees with Audit/NESG oversight; no related party transactions disclosed involving Perry.
- Auditor oversight: Audit Committee pre-approves all audit/non-audit services; PwC fees disclosed; reinforces independence and controls.
- Red flags: None indicated for Perry; no hedging/pledging; no option repricing; strong attendance; excess board commitments restricted by policy (max boards; audit committee limitations).
Net take: Perry’s governance footprint emphasizes risk, financial oversight, and board composition/ESG, with solid independence and attendance. Compensation is standard, equity-heavy for alignment, and policies mitigate misalignment/entrenchment risk.