John Lee

About John Lee

John D. Lee is Executive Vice President at Fortune Brands Innovations (FBIN). He has served as EVP, Chief Growth and Digital Officer since May 2023 and was appointed EVP, Chief Digital and Innovation Officer on July 17, 2025; he has worked at FBIN for over 13 years in strategy, development, and digital roles and currently leads product development plus digital technology and data/analytics teams . Mr. Lee is 52 (as of the FY2024 Form 10-K filed February 25, 2025) and previously served as EVP, Chief Strategy & Global Growth Officer (Jan 2020–May 2023) and SVP, Global Growth & Development for the Water Innovations segment (Jul 2016–Jan 2020) . FBIN’s annual incentive metrics in 2024 were EPS (60%), Operating Income Margin Percent (20%) and Working Capital Efficiency (20%); the Company achieved 92.9% of target payout for the plan year, and Mr. Lee’s annual cash incentive paid $383,213 for 2024 performance .

Past Roles

Fixed Compensation

Notes: Salaries shown in the Summary Compensation Table reflect amounts paid; base salary table reflects rate in effect at year-end .

Performance Compensation

2024 Annual Incentive Plan (AIP)

• AIP payout range: 0–200% of target; 2024 overall achievement used for NEO payouts was 92.9% of target .

2024 Equity Grants (Plan-Based Awards)

• In-flight PSA cycles at FY2024 year-end: 2023–2025 (75% 3-year cumulative EBITDA Margin %, 25% ROIC; one-time up to 300% payout above 200% based on relative revenue growth vs 2023 peer group) and 2024–2026 (standard 0–200% cap) .

2024 Stock Vested and Option Exercises

Equity Ownership & Alignment

Selected outstanding option grants (FY2024 year-end):

• 10,524 unexercisable @ $79.83 expiring 2/26/34
• 3,574 exercisable / 7,149 unexercisable @ $60.80 expiring 3/6/33
• 5,176 exercisable / 2,588 unexercisable @ $76.60 expiring 2/28/32
• 7,336 exercisable @ $76.63 expiring 2/22/31
• 6,196 exercisable @ $73.22 expiring 12/7/30
• 11,600 exercisable @ $61.12 expiring 2/24/30
• 6,848 exercisable @ $42.30 expiring 2/21/29
• 6,949 exercisable @ $55.98 expiring 2/26/28
• 7,029 exercisable @ $51.31 expiring 2/27/27

Ownership and alignment policies:

• Executive stock ownership guidelines: Officers reporting to CEO must hold shares equal to 3x base salary; five-year compliance window; hold 50% of net shares from RSU/PSA vesting until met; NEOs either meet or are within the time period to meet .
• Anti-hedging/anti-pledging: Directors and executives are prohibited from hedging or pledging Company Stock, including indirect holdings and derivatives .

Employment Terms

• At-will employment; no employment contracts for NEOs .
• Clawback policy: Recoupment of erroneously awarded incentive-based compensation for current/former executive officers upon certain financial restatements; applies to incentive compensation received on/after Oct 2, 2023 (prior awards subject to earlier policy/award terms) .
• Change-in-control: Double-trigger required for severance benefits and equity acceleration (CoC plus qualifying termination) .

2024 potential payments upon termination (component values):

• Termination without cause (or by NEO for good reason) — John D. Lee:
  • Cash severance: $1,578,312
  • Health and related benefits: $47,056
  • Options: $60,195
  • RSUs: $547,392
  • PSAs: $985,687
• Involuntary termination (without cause) or resignation for good reason after a Change in Control (double trigger) — John D. Lee:
  • Cash severance: $2,104,416
  • Health and related benefits: $62,741
  • Options: $60,195
  • RSUs: $547,392
  • PSAs: $985,687

Perquisites and practices:

• Perquisites limited to executive health, personal security, and cybersecurity privacy protection; no tax gross-ups for CoC or perquisites (other than relocation) .
• No repricing/backdating of options; shareholder approval required for repricing underwater options (except in extraordinary corporate events) .

Performance Compensation Design (LTI focus)

• PSAs measure three-year cumulative EBITDA Margin % (75%) and ROIC (25%); standard payout 0–200%, with 2023–2025 cycle permitting up to 300% above 200% tied to relative revenue growth vs. 2023 peer group .
• Stock options vest in three equal annual installments and have a 10-year term; RSUs vest ratably over three years .
• Separation-related conversion: Legacy PSAs at the December 2022 separation converted to time-based RSUs at 82% achievement; Mr. Lee received 3,815 converted RSUs that became fully vested on Dec 28, 2024 .

Investment Implications

• Alignment and retention: Significant unvested RSUs (7,740) and outstanding PSAs (13,952) plus multi-year vesting schedules through 2027 provide retention hooks tied to profitability/returns (EBITDA margin, ROIC) rather than pure growth, aligning incentives with improving capital efficiency .
• Near-term selling pressure: 2025–2027 scheduled vesting (RSUs: 3,686/2,912/1,142; options: 9,669/7,083/3,509) and 2024 vested stock (9,852 shares) may create periodic liquidity events; options exercised were zero in 2024, limiting incremental supply last year .
• Risk mitigants: Prohibition on hedging/pledging reduces governance red flags associated with collateralized positions or derivative hedges; robust clawback and double-trigger CoC provisions lower misalignment risk and windfall payouts absent termination .
• Pay-for-performance: 2024 AIP paid at 92.9% of target on EPS/OIMP/WCE, indicating below-target performance on certain dimensions; PSAs remain open and will directly tie realized value to multi-year margin and ROIC outcomes (and to relative revenue growth for the 2023–2025 cycle) .

Role evolution: The July 2025 appointment to Chief Digital and Innovation Officer increases Mr. Lee’s remit over product development and digital/data, reinforcing strategic alignment with FBIN’s innovation and connected products ambitions .