Andrea Simon
GRACOAbout Andrea Simon
Andrea (Andi) H. Simon is Executive Vice President & Chief Financial Officer of MasterBrand, Inc. (NYSE: MBC), where she has served since 2020 and through the company’s 2022 spin-off from Fortune Brands Home & Security . Graco appointed Simon to its Board on October 30, 2025, effective December 5, 2025, to the class expiring at the 2026 annual meeting; she will serve on the Audit Committee and the Management Organization & Compensation Committee (MOCC) . Her background includes operating leadership, finance, and compliance roles at The Weir Group plc, plus earlier experience in accounting/finance/internal audit at Briggs & Stratton and as a senior auditor at Arthur Andersen; she holds a bachelor’s degree in accounting and an MBA from Marquette University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasterBrand, Inc. (NYSE: MBC) | EVP & CFO | 2020–present | CFO through 2022 spin-off; largest residential cabinets manufacturer in North America |
| The Weir Group plc | Operating leadership, finance and compliance roles | — | Global industrial operations and finance exposure |
| Briggs & Stratton Corporation | Accounting, finance, internal audit functions | — | Manufacturing finance and controls experience |
| Arthur Andersen LLP | Senior Auditor | — | Public accounting, audit discipline |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| MasterBrand, Inc. | EVP & CFO | Public company officer | Role includes leadership through 2022 spin-off; extensive finance and operations |
Board Governance
| Committee | Member (Andrea Simon) | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Appointed effective Dec 5, 2025 | Jody H. Feragen | 8 |
| Management Organization & Compensation Committee (MOCC) | Appointed effective Dec 5, 2025 | Martha A. Morfitt | 3 |
- Independence: Graco’s Audit and MOCC committees are composed entirely of directors who meet SEC/NYSE independence requirements; Simon’s appointment to these committees indicates she meets these standards .
- Governance structure context: Governance Committee chaired by J. Kevin Gilligan, and committee charters most recently approved Feb 2025 (Governance) and Feb 2022 (Audit) .
Fixed Compensation
Standard non-employee director compensation (per 2025 Proxy). Simon will receive standard director compensation per appointment 8-K.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 80,000 | Cash; directors may elect stock or defer |
| Annual Equity Grant (economic value) | 140,000 | Based on Black-Scholes on grant date; options issued under 2019 Plan |
| Annual Committee Retainer – Audit | 12,500 | Member retainer |
| Annual Committee Retainer – MOCC | 7,500 | Member retainer |
| Annual Committee Retainer – Governance | 6,000 | Member retainer |
| Annual Chair Retainer – Audit | 20,000 | Chair premium |
| Annual Chair Retainer – MOCC | 12,500 | Chair premium |
| Annual Chair Retainer – Governance | 10,000 | Chair premium |
| Compensation election flexibility | — | May elect stock instead of cash; may defer shares until leaving Board |
| Simon will receive “standard director compensation” | — | Confirmed in 8-K appointment |
Performance Compensation
Annual option grants to non-employee directors under the 2019 Stock Incentive Plan.
| Year | Shares Granted | Black-Scholes Value per Share ($) | Economic Value ($) | Vesting | Term | Exercise Price |
|---|---|---|---|---|---|---|
| 2024 | 4,830 | 28.96 | ~140,000 | 25% per year over 4 years, starting first anniversary | 10 years | Fair market value on grant date (last sale price prior day), per Plan |
| 2025 | 4,980 | 28.06 | ~140,000 | 25% per year over 4 years, starting first anniversary | 10 years | Fair market value on grant date (last sale price prior day), per Plan |
- Initial grant eligibility for new directors: Upon first joining, eligible for an initial option grant equal to the most recent non-employee director option grant (i.e., 4,980 shares in Feb 2025, valued at $28.06/option), subject to Board actions .
- Options are the sole long-term incentive vehicle for directors; no cash bonuses are disclosed for directors in the proxy’s director compensation section .
Other Directorships & Interlocks
| Company | Role | Board/Committee | Potential Interlocks |
|---|---|---|---|
| MasterBrand, Inc. | EVP & CFO | — | None disclosed in Graco filings; related-party transactions subject to Audit Committee approval policy |
Expertise & Qualifications
- Financial leadership: CFO of a NYSE-listed manufacturer; deep operational finance and compliance background .
- Industrial experience: Senior roles at The Weir Group in highly-engineered, global industrial equipment markets .
- Audit and controls: Early career in audit (Arthur Andersen) and internal audit roles (Briggs & Stratton) .
- Education: Bachelor’s in accounting and MBA from Marquette University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Graco) | Not yet reported as of Feb 24, 2025 (pre-appointment); appointment effective Dec 5, 2025 |
| Hedging/Pledging | Prohibited for directors and executive officers; no shares hedged or pledged in 2024 |
| Deferred stock elections | Directors may defer retainers into deferred stock accounts; distributions occur in shares upon separation |
Governance Assessment
- Strengths: Immediate assignment to Audit and MOCC indicates board confidence in Simon’s finance and governance capabilities; both committees require independence, reinforcing investor alignment . Option-heavy director equity program and prohibitions on hedging/pledging support alignment and signal disciplined governance .
- Compensation mix: Standard package skews toward equity (~$140k options vs $80k cash retainer), plus committee fees—an alignment-positive structure for non-employee directors .
- Conflicts & related-party oversight: No related-party transactions involving Simon are disclosed; Graco maintains a formal Audit Committee approval policy for any related-person transactions, reducing conflict risk .
- Monitoring points: As a sitting public-company CFO, time commitments warrant monitoring; Graco’s guidelines require advance notice before accepting other public boards and limit outside boards, helping manage overboarding risk .
- Board signaling: Appointment alongside independent committees with updated charters reflects ongoing governance refresh; committee chairs and meeting cadence suggest active oversight (Audit: 8; MOCC: 3 in FY2024) .
RED FLAGS: None identified in Graco filings for Simon to date (no pledging/hedging; no related-party transactions disclosed). Monitor for any commercial overlaps between Graco and MasterBrand and for post-appointment filings (beneficial ownership and potential Form 4 activity) .