Andrean Horton
About Andrean Horton
Andrean R. Horton is Executive Vice President, Chief Legal Officer and Secretary at MasterBrand, Inc., age 51, serving as an executive officer since 2022 after previously leading legal at Fortune Brands’ Cabinets segment prior to the separation . Education: B.A. in Political Science, University of Michigan; J.D., Case Western Reserve University School of Law . Company performance context: value of $100 invested was 160.44 in 2024 vs peer 163.53; net income $125.9M and adjusted EBITDA $363.6M in 2024, reflecting a pay-for-performance framework used in NEO incentives . Longer-term, between 2019 and 2024 MasterBrand delivered net sales +$312M (2% CAGR), net income +$25M (~5% CAGR), adjusted EBITDA +$114M (~8% CAGR) and operating cash flow +$143M (~14% CAGR) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MasterBrand, Inc. | EVP, Chief Legal Officer and Secretary | 2022–present | Executive legal leadership for a standalone public leader in residential cabinetry |
| Fortune Brands (Cabinets segment) | EVP & Chief Legal Officer | 2022 (pre-separation) | Led legal through separation into MasterBrand |
| Dealer Tire Holdings, LLC | Partner & Chief Legal Officer | Sep 2021–Aug 2022 | Led general and commercial legal matters for international distributor |
| Myers Industries, Inc. (NYSE: MYE) | EVP, Chief Legal Officer & Secretary; Interim CEO | Oct 2018–Jun 2021; Interim CEO Oct 2019–Apr 2020 | Led legal; stepped in as Interim CEO during leadership transition |
| A. Schulman, Inc. (former NASDAQ: SHLM) | EVP, Chief Legal Officer & Secretary; various legal roles | Dec 2010–Aug 2018 (EVP CLO & Sec: Aug 2016–Aug 2018) | Senior legal leadership for global materials manufacturer |
| YRC Worldwide, Inc. | Vice President, Legal & Regulatory Compliance | Not disclosed | Compliance leadership at transportation/logistics company |
| The Bartech Group, Inc. | General Counsel & Corporate Secretary | Not disclosed | Corporate governance and legal leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in company filings | — | — | No public-company board roles disclosed in executive biography |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 118,750 | 475,000 | 485,962 |
| AIP Target Bonus (% of salary) | — | 60% | 70% |
| AIP Cash Incentive Paid ($) | 13,085 | 510,435 | 268,912 |
| Sign-on Bonus ($) | 200,000 | — | — |
Notes:
- 2024 AIP paid at 78.4% of target overall; EPS component paid at 39.3% of target, FCF% of sales at 117.4% .
- AIP metrics: Diluted EPS (50%) and Free Cash Flow as % of Net Sales (50%) .
Performance Compensation
Annual Incentive Plan (2024)
| Metric | Weight | Minimum | Target | Maximum | Actual (AIP measure) | Payout as % of Target |
|---|---|---|---|---|---|---|
| Diluted EPS | 50% | 1.31 | 1.60 | 1.87 | 1.35 (excl. unusuals; SBC acquisition effects, amortization) | 39.3% |
| Free Cash Flow as % of Net Sales | 50% | 6.5% | 7.7% | 8.8% | 8.2% (excl. unusuals; tax deferral) | 117.4% |
| Total AIP Payout | — | — | — | — | — | 78.4% |
Long-Term Incentives (granted 3/13/2024)
| Instrument | Grant Date Fair Value ($) | Units/Structure | Vesting/Performance |
|---|---|---|---|
| RSUs | 324,995 | 18,146 RSUs | Time-based; vest in 3 equal annual tranches beginning first anniversary |
| PSAs (2024–2026) | 324,995 | Performance shares (target) | 3-year performance: 50% 3-yr cumulative Adjusted EBITDA; 50% 3-yr average Adjusted ROIC; 0–200% payout; first standalone PSA program began with 2023–2025 (payout Mar 2026) |
No stock options granted in 2024; company does not plan to grant options in future; repricing prohibited .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Beneficially Owned | 40,405 (as of Apr 11, 2025) |
| Right to Acquire within 60 days | 0 |
| Ownership as % of Shares Outstanding | <1% |
| Unvested RSUs | 87,555 (market value $1,264,294 at $14.44/share on Dec 29, 2024) |
| Unearned PSAs (target basis) | 50,875 (market/payout value $734,635 at $14.44/share) |
| Options (Exercisable/Unexercisable) | None |
| Shares Pledged as Collateral | None pledged |
| Stock Ownership Guidelines | Executive Vice President: 3x base salary; 5-year compliance window; must hold 50% of net shares until met |
| Compliance Status | All NEOs meet guidelines as of proxy date |
| Hedging/Pledging | Prohibited by policy |
Vesting Schedule Detail (as of 12/29/2024)
| Equity | 2025 | 2026 | 2027 |
|---|---|---|---|
| RSUs scheduled to vest (#) | 64,547 | 16,959 | 6,049 |
Insider trading controls: mandatory and discretionary clawbacks; insider trading policy imposes blackout periods and special reporting; Section 16 compliance reported timely for executives in 2024 (one late Form 4 for CAO) .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreements | No employment contracts; NEOs are at-will |
| Severance (no CIC) | 12 months base + 1x target annual bonus; prorated AIP for year of termination; extended benefits and outplacement |
| Severance (double-trigger CIC) | 24 months base + 2x target bonus; prorated AIP; extended benefits; equity accelerates (RSUs/Options vest; PSAs at target) |
| Restrictive Covenants | 12-month non-compete and 12-month non-solicit outside CIC window |
| Clawbacks | Mandatory clawback (restatement) and discretionary clawback (misconduct) covering cash and equity incentives |
| Tax Gross-Ups | None; no excise tax gross-ups provided |
| Equity Treatment (death/disability/retirement) | RSUs/Options vest or continue; PSAs paid at end of period based on actual company performance |
Illustrative potential payments for Horton:
- Without cause (no CIC): Cash severance $1,193,250; health benefits $6,343; equity not accelerated; total shown $1,199,593 .
- Involuntary termination after CIC: Cash severance $2,043,500; health $12,686; RSUs $1,264,294; PSAs $734,635; total $4,055,116 (using $14.44/share as of Dec 29, 2024) .
Compensation Structure Notes
- Year-over-year mix: Horton’s LTI grant value held flat at $650,000 in 2024 (two equal parts RSUs and PSAs) reflecting market positioning and internal pay considerations, while some peers received increases .
- Program design: AIP emphasizes EPS and FCF; PSAs emphasize multi-year Adjusted EBITDA and ROIC; maximum payouts capped at 200% of target; robust governance (no option repricing, no hedging/pledging, no employment contracts) .
Say-on-Pay & Peer Benchmarking
- 2024 NEO compensation received 97% approval in the prior year’s say-on-pay vote, indicating strong shareholder support .
- Target total direct compensation positioned at ~50th percentile of market/peer data; committee uses Willis Towers Watson and annually reviews peer group composition .
- 2024 compensation peer group includes Allegion, Armstrong World, American Woodmark, AZEK, Carlisle, Griffon, HNI, James Hardie, JELD-WEN, La-Z-Boy, Leggett & Platt, Masco, MillerKnoll, Patrick Industries, RH, Sleep Number, Steelcase, Tempur Sealy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; robust clawbacks; no tax gross-ups; no employment contracts; option repricing prohibited .
- Related party transactions: none required to be disclosed under Item 404(a) .
- Section 16 compliance: executives and directors timely (one late Form 4 for CAO) .
Investment Implications
- Alignment: Horton’s pay is primarily at risk via EPS/FCF-based AIP and 50/50 RSU/PSA LTI tied to EBITDA and ROIC; no options outstanding reduces mechanical selling pressure from exercises, but a sizable 2025 RSU vest (64,547 shares) is a calendar overhang to monitor relative to blackout windows and ownership guidelines .
- Retention/Change-in-Control: Double-trigger CIC terms (24 months base + 2x bonus; equity acceleration) are competitive without tax gross-ups, limiting shareholder-unfriendly outcomes; clawbacks and ownership guidelines strengthen alignment .
- Performance linkage: With 2024 AIP paying 78.4% on mixed EPS/FCF outcomes and PSAs based on multi-year EBITDA/ROIC, compensation remains levered to earnings quality and capital efficiency; say-on-pay support (97%) and disciplined governance reduce pay and execution risk .