Andrea Simon
About Andrea Simon
Andrea H. Simon, age 49, is Executive Vice President and Chief Financial Officer of MasterBrand (MBC) and has served as CFO since 2022; she previously was CFO of Fortune Brands’ Cabinets segment (2020–2022). She holds a B.S. in Accounting and an MBA from Marquette University and began her career as a CPA at Arthur Andersen. Under MasterBrand’s leadership over 2019–2024, net sales grew ~$312M (≈2% CAGR), net income increased nearly $25M (≈5% CAGR), adjusted EBITDA rose over $114M (≈8% CAGR), and operating cash flow rose ~$143M (≈14% CAGR); 2024 pay-versus-performance shows TSR of 160.44, net income of $125.9M, and adjusted EBITDA of $363.6M, contextualizing performance during her tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MasterBrand, Inc. | EVP & CFO | 2022–present | Principal financial officer; SEC certifications and signatures on filings . |
| Fortune Brands’ Cabinets segment | EVP & CFO | 2020–2022 | Led finance through separation into standalone MasterBrand . |
| The Weir Group PLC | President, Weir Pressure Control North America | Aug 2019–Sep 2020 | Designed and executed profitability turnaround plan for wellhead and valve business . |
| The Weir Group PLC | VP Finance & IT, Oil & Gas division | Jul 2014–Aug 2019 | Led finance, strategy, IT, real estate, global China sourcing . |
| The Weir Group PLC | Various progressive roles | 2008–2014 | Operating leadership across finance/compliance . |
| Briggs & Stratton | Director Internal Audit & SOX; International Products Group Controller | Prior to 2008 | Led audit/SOX compliance and global product group control . |
| Arthur Andersen | Senior Auditor | Early career | CPA; business assurance services . |
External Roles
| Organization | Role | Effective Date | Committees |
|---|---|---|---|
| Graco Inc. (GGG) | Director | Dec 5, 2025 | Audit; Management Organization & Compensation . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $419,885 | $500,000 | $510,962 |
| AIP Target (% of base) | 70% | 70% | 75% |
| Actual AIP Cash Incentive Paid ($) | $221,644 | $626,850 | $302,820 |
| All Other Compensation ($) | $22,158 | $24,533 | $44,690 (401k match $17,250; product purchase credit $16,476) |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weighting | Minimum | Target | Maximum | Actual (for payout) | Component Payout vs Target |
|---|---|---|---|---|---|---|
| Diluted EPS | 50% | 1.31 | 1.60 | 1.87 | 1.35 (adjusted for unusuals & SCB effects) | 39.3% |
| Free Cash Flow as % of Net Sales | 50% | 6.5% | 7.7% | 8.8% | 8.2% (adjusted for unusuals & tax deferral) | 117.4% |
| Total AIP Payout (% of Target) | — | — | — | — | — | 78.4% |
Notes:
- AIP metrics emphasize earnings and cash generation; payouts capped at 200% .
- Adjustments excluded restructuring, acquisition costs, amortization and certain items per Compensation Committee discretion .
Long-Term Incentive (LTI) – Awards Granted in 2024
| Vehicle | Grant Date | Metric(s) | Weighting | Vesting / Measurement | Target Award Value ($) | Grant Details | |---|---|---|---|---|---| | Performance Share Awards (PSAs) | Mar 13, 2024 | 3-yr cumulative Adjusted EBITDA; 3-yr avg Adjusted ROIC | 50% each | 2024–2026; first payout cycle (2023–2025) pays Mar 2026; cap 200% of target | $549,998 | PSA target shares 137,500; max 1,099,996 fair value at 200% | | Restricted Stock Units (RSUs) | Mar 13, 2024 | Time-based | — | Vest in 3 equal annual installments from grant anniversary | $549,998 | RSUs granted: 30,709 units |
Equity Ownership & Alignment
Beneficial Ownership (latest disclosed)
| Holder | Shares Beneficially Owned | % of Class | Shares Outstanding Reference |
|---|---|---|---|
| Andrea Simon | 173,202 | <1% | 126,738,905 shares as of Sep 22, 2025 |
Outstanding Equity Awards (as of Dec 29, 2024)
| Category | Quantity | Terms / Values |
|---|---|---|
| Options – Exercisable | 27,173 @ $10.76 (exp. 2/22/2031) | — |
| Options – Unexercisable | 8,573 @ $10.75 (exp. 2/28/2032) | 8,573 options vest in 2025 |
| RSUs – Unvested | 165,802; value $2,394,181 (@ $14.44) | Vesting schedule: 129,803 (2025); 25,762 (2026); 10,237 (2027) |
| PSAs – Unvested (at target) | 77,285; value $1,115,995 (@ $14.44) | Paid at end of performance period based on actual results |
Ownership alignment and policies:
- Stock ownership guideline for CFO = 3x base salary; new executives have 5 years; Ms. Simon meets guidelines as of proxy date .
- Prohibition on hedging and pledging company securities (reduces alignment risk) .
- Clawbacks: mandatory (restatement) and discretionary (misconduct) apply to incentive compensation .
Employment Terms
| Term | Summary |
|---|---|
| Employment Start/Role | CFO of MasterBrand since 2022; previously CFO of Fortune Brands’ Cabinets segment (2020–2022) . |
| Employment Agreements | No employment contracts; NEOs are at-will employees . |
| Severance (no CIC) | 12 months base pay + 1x target annual bonus; prorated AIP for the year; benefits continuation; 12 months outplacement; 401(k) match for 12 months; subject to release and 280G cutback if beneficial . |
| Change-in-Control (double trigger) | If terminated without cause or for good reason within 24 months after CIC: 24 months base pay + 2x target bonus; RSUs fully vest; PSAs vest at target; options vest; benefits and outplacement; 280G cutback if beneficial . |
| Restrictive Covenants | 12-month non-compete and non-solicit (longer non-compete not specified for NEOs); applicable outside CIC window . |
| Potential Payments (illustrative, as of 12/29/2024) | Cash severance “without cause”: $1,304,750; CIC termination total potential payments: $5,787,775 (includes cash severance, health benefits, and equity treatment at target) . |
| Clawbacks | Mandatory (restatement) and discretionary for misconduct; broader than NYSE minimum . |
| Tax Gross-ups | None for excise taxes or perquisites . |
Compensation Structure Analysis
- Mix and market positioning: Target total direct compensation targeted at ~50th percentile of market; independent consultant (WTW) supports benchmarking .
- Year-over-year changes: Base salary +3% to $510,962; AIP target increased from 70% to 75%; LTI grant value increased 18.9% to $1,100,000, reflecting retention and performance emphasis .
- Incentive metrics: AIP uses Diluted EPS (50%) and Free Cash Flow % of Net Sales (50%); PSAs use 3-year cumulative Adjusted EBITDA and 3-year average Adjusted ROIC (50%/50%), with 200% cap .
- Governance safeguards: No option repricing; hedging/pledging prohibited; mandatory/discretionary clawbacks; double-trigger CIC; no tax gross-ups; annual risk assessment found programs unlikely to create material adverse risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 NEO compensation received 97% approval at the annual say‑on‑pay vote, indicating strong shareholder support for program design .
- Ongoing shareholder engagement disclosed; compensation committee reviews peer group and risk annually .
Compensation Peer Group (Benchmarking)
- 2024 peer group changes: Masonite International and PGT removed post-acquisition; Allegion plc and Armstrong World Industries added .
- Target positioning at median (50th percentile) of market/peer data .
Related Party Transactions
- No related person transactions required to be disclosed under Item 404(a) for directors/executive officers; formal Conflicts of Interest Policy governs review/approval .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (TSR, Pay vs Performance) | 84.22 | 165.00 | 160.44 |
| Net Income ($M) | 155.4 | 182.0 | 125.9 |
| Adjusted EBITDA ($M) | 411.4 | 383.4 | 363.6 |
Strategic achievements include completion of Supreme Cabinetry Brands acquisition, reinforcing growth strategy and channel/product mix, with CFO leadership supporting capital markets and integration execution .
Equity Vesting & Potential Selling Pressure
| Upcoming Vests (as of 12/29/2024) | 2025 | 2026 | 2027 |
|---|---|---|---|
| RSUs (units) | 129,803 | 25,762 | 10,237 |
| Options (units) | 8,573 | — | — |
- Tax withholding sales (Form 4 code “F”) may occur around vest dates; company prohibits hedging/pledging; Form 4 data not available due to temporary API issue; current positions inferred from proxy tables .
Equity Ownership & Guidelines Compliance
- CFO guideline is 3x base salary; Ms. Simon meets/exceeds current requirements; new executives have 5 years to comply .
- Beneficial ownership: 173,202 shares (<1% of class) .
Compensation Committee Analysis
- Committee members: Ann Fritz Hackett (Chair), Juliana Chugg, Jeffery Perry, Patrick Shannon; all independent; oversight of peer group, risk, goals, and clawbacks .
- Independent consultant: Willis Towers Watson (WTW) retained by committee; annual risk assessment conducted .
Investment Implications
- Alignment: AIP and PSAs tied to EPS, FCF, EBITDA, and ROIC reinforce value creation; clawbacks and hedging/pledging prohibitions enhance governance quality .
- Retention risk: Material unvested RSUs (165,802) and PSAs (77,285) plus double‑trigger CIC protections reduce near‑term attrition risk; vesting cadence concentrates around 2025–2026 .
- Trading signals: Anticipate periodic tax‑withholding related share dispositions around RSU vest dates; lack of pledging and strong ownership guideline compliance mitigate forced‑sale risk .
- Pay trajectory: 2024 saw higher equity grant values and increased AIP target %, reflecting retention and performance emphasis; cash AIP payout at 78.4% indicates disciplined performance calibration amid end‑market choppiness .
All quantitative values and governance facts are sourced from MasterBrand’s 2025 DEF 14A and related filings. Citations embedded per cell or statement.
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