Bruce Kendrick
About Bruce Kendrick
Bruce A. Kendrick is Executive Vice President and Chief Human Resources Officer at MasterBrand (MBC). He is age 57 and holds a B.S. in Business Administration (Human Resources) from Nebraska Wesleyan University . Kendrick led HR for the Fortune Brands Cabinets segment from March 2018, transitioning to MBC’s CHRO upon the December 2022 separation . During his tenure as an executive officer at MBC, company-level performance disclosed in pay-versus-performance shows cumulative TSR values of 160.44 (2024), 165.00 (2023), and 84.22 (2022), with Net Income of $125.9M (2024) and $182.0M (2023), and Adjusted EBITDA of $363.6M (2024) and $383.4M (2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortune Brands’ Cabinets segment | Executive Vice President, Human Resources | Mar 2018–Dec 2022 | Led HR across segment; continuity through separation to MBC |
| ContiTech USA, Inc. (Continental AG) | Vice President of Human Resources, Americas | 2015–Mar 2018 | Regional HR leadership for industrial/auto products |
| Goodyear | HR leadership roles | Not disclosed | HR leadership in manufacturing context |
| Veyance Technologies | HR leadership roles | Not disclosed | HR leadership in industrial context |
External Roles
No public company board or external directorships disclosed for Kendrick .
Fixed Compensation
Multi-year compensation for Bruce Kendrick (as NEO, pre/post separation):
| Metric | 2020 | 2021 | 2022 |
|---|---|---|---|
| Salary ($) | $307,500 | $320,805 | $329,541 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | $425,323 | $204,137 | $871,503 |
| Option Awards ($) | $77,606 | $38,903 | $48,446 |
| Non-Equity Incentive Plan ($) | $118,449 | $112,500 | $158,327 |
| All Other Compensation ($) | $35,268 | $43,198 | $26,360 |
| Total ($) | $964,146 | $719,542 | $1,434,177 |
Base salary framework around separation:
| Period | Base Salary ($) |
|---|---|
| 2022 Pre-Merit (prior to Mar 27) | $321,338 |
| 2022 Pre-Separation (Mar 27–Dec 13) | $331,000 |
| 2022 Post-Separation Base Salary (effective Dec 14, 2022) | $430,000 |
Annual incentive target % of salary:
| Period | Target % of Salary |
|---|---|
| 2022 Pre-Separation | 50% |
| 2022 Post-Separation | 60% |
2022 actual cash incentive paid to Kendrick: $158,327 .
Performance Compensation
Annual Incentive Plan (AIP) – Program Design and Results
2022 AIP performance goals and results:
| Metric (Weight) | Minimum | Target | Maximum | Actual | Payout % of Target |
|---|---|---|---|---|---|
| Operating Income (60%) | $275.7M | $344.7M | $413.6M | $376.4M | — |
| Operating Margin (20%) | 10.1% | 11.5% | 12.6% | 11.5% | 93.1% |
| Working Capital Efficiency (20%) | 14.0% | 12.7% | 11.6% | 14.7% | — |
Post-separation AIP design:
- 2023 metrics: Adjusted EPS (50%) and Adjusted Free Cash Flow as % of Net Sales (50%), with rigorous goal-setting and statistical analysis; Kendrick’s post-separation target set at 60% of salary .
- 2024 metrics retained: Diluted EPS (50%) and Free Cash Flow as % of Net Sales (50%); company-level actuals for payout purposes: EPS 1.35 and FCF% 8.2, total weighted score 78.4% .
2024 cash incentive payouts (company summary): CEO $969,024; other NEO amounts shown, program reflecting discretion for unusual items; Kendrick not listed as NEO in 2024 .
Long-Term Incentive (LTI) – RSUs and PSAs
Program mix and metrics:
- 2023–2025 PSAs: 50% 3-year cumulative Adjusted EBITDA and 50% 3-year average Adjusted ROIC .
- 2024–2026 PSAs: same 50%/50% weighting (Adjusted EBITDA, Adjusted ROIC) .
- RSUs typically vest one-third annually beginning on first anniversary; converted PSAs vest on original third anniversary .
Kendrick’s 2022 equity grants:
| Grant Type | Grant Date | Shares/Units | Exercise Price | Fair Value ($) |
|---|---|---|---|---|
| RSU | 02/28/2022 | 14,799 | — | $121,500 |
| Stock Options | 02/28/2022 | 18,705 | $10.75 | $48,446 |
| RSU (conversion from PSAs/RSUs at separation) | 12/15/2022 | 95,178 | — | $750,003 |
Stock vested and option exercises:
- 2022: RSUs vested 7,120; value realized $621,843; no option exercises .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Item | Detail |
|---|---|
| Shares beneficially owned | 24,446; less than 1% of outstanding |
| Shares pledged as collateral | None pledged |
| Insider hedging/pledging policy | Prohibited for executives |
| Stock ownership guideline (EVP) | 3x base salary; 5 years to comply |
| Holding requirement until guideline met | Hold 50% of net shares from RSU/PSA vesting |
Outstanding equity at 2022 fiscal year-end:
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Stock Options | 14,977 | — | $6.90 | 05/01/2028 |
| Stock Options | 24,844 | — | $5.94 | 02/21/2029 |
| Stock Options | 20,129 | 10,068 | $8.58 | 02/24/2030 |
| Stock Options | 5,758 | 11,532 | $10.76 | 02/22/2031 |
| Stock Options | — | 18,705 | $10.75 | 02/28/2032 |
| RSUs (unvested) | 160,174 | — | — | Market value $1,214,119 |
Vesting schedules:
| Type | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs vesting by year (#) | 30,941 | 70,573 | 58,660 |
| Options vesting by year (#) | 22,061 | 12,001 | 6,243 |
Employment Terms
Severance and change-in-control (CIC) economics for non-CEO NEOs (applies to Kendrick’s Severance Agreement):
- Double-trigger CIC required for enhanced benefits (CIC + qualifying termination) .
- Severance pay: 12 months base + 1x target bonus; enhanced to 24 months base + 2x target bonus if terminated within 24 months following a CIC .
- Prorated AIP payout based on actual performance and time worked in year of termination .
- Extended health/life/accident coverage consistent with severance period; 12 months outplacement; company 401(k) match continuation for 12 months (or 24 months in CIC window) for non-CEO NEOs .
- No excise tax gross-ups; severance may be reduced to avoid 280G if economically beneficial to executive .
- Restrictive covenants: 12-month non-compete (unless within 24 months of CIC) and 12-month non-solicit .
- Clawbacks: Mandatory for restatements per SEC/NYSE; Discretionary for specified misconduct .
Potential payments upon termination (scenario snapshot as of 12/25/2022, using $7.58 share price):
- Involuntary termination without cause: Cash severance $961,250; health benefits $15,867; RSUs $—; Total $977,117 .
- Involuntary termination without cause or for good reason after CIC: Cash severance $1,664,500; health benefits $31,735; RSUs $1,214,119; Total $2,910,353 .
Equity treatment on termination/CIC:
- Death/Disability/Retirement: PSAs paid at end of performance period based on actual performance; RSUs/Options vest or continue per schedule .
- CIC + qualifying termination: PSAs paid at target; RSUs/Options fully vest; Board may accelerate awards .
Performance & Track Record
Pay-versus-performance disclosure (company-level measures):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 invested | 84.22 | 165.00 | 160.44 |
| Peer Group TSR – Value of $100 invested | 95.48 | 143.56 | 163.53 |
| Net Income ($MM) | 155.4 | 182.0 | 125.9 |
| Adjusted EBITDA ($MM) | 411.4 | 383.4 | 363.6 |
Say-on-pay support: 94% approval at prior annual meeting, viewed by the Compensation Committee as a strong endorsement of programs .
Compensation Structure Analysis
- Shift to at-risk pay: Post-separation programs emphasize AIP tied to EPS and FCF% and PSAs tied to Adjusted EBITDA and ROIC, reinforcing pay-for-performance alignment .
- Governance features: Double-trigger CIC; hedging/pledging prohibited; no option repricing; no tax gross-ups .
- Discretion used in short-term incentives: 2024 AIP adjusted for unusual items (restructuring, acquisition costs), consistent with policy disclosures .
- Stock ownership alignment: EVP guideline 3x base salary with 5-year compliance period; required holding of net shares until guideline met .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none of the disclosed executive/director shares were pledged as of April 10, 2023 .
- Clawbacks: Mandatory and discretionary policies in place .
- Severance: Double-trigger CIC; non-compete/non-solicit restrictions; no gross-ups .
- Option repricing: Prohibited without shareholder approval .
- Related party transactions: Reviewed under Conflicts Policy; no Bruce Kendrick-specific related-party transactions disclosed .
Equity Ownership & Vesting Pressure (Insider Supply)
- Scheduled RSU vesting for Kendrick as of 12/25/2022: 30,941 (2023), 70,573 (2024), 58,660 (2025) .
- Options scheduled to vest: 22,061 (2023), 12,001 (2024), 6,243 (2025) .
- Implication: Potential periodic selling pressure aligned with vesting windows, subject to policy constraints and personal holding requirements .
Employment Terms Summary (Table)
| Term | Non-CEO NEO (Kendrick) | CIC Enhancements | Notes |
|---|---|---|---|
| Cash Severance | 12 months base + 1x target bonus | 24 months base + 2x target bonus | Double-trigger required; prorated AIP based on actual performance |
| Benefits Continuation | Health/life/accident; 12 months outplacement | Extended per severance period | 401(k) match continuation 12 months (or 24 months in CIC window) |
| Clawbacks | Mandatory (restatement) + Discretionary (misconduct) | — | Applies to cash/equity incentives |
| Non-Compete/Non-Solicit | 12 months each | Non-compete modified for CIC window | Release required; 280G cutback possible |
Investment Implications
- Alignment: CHRO compensation structure is predominantly at-risk post separation (AIP + PSAs) with explicit metrics (EPS/FCF%, Adjusted EBITDA/ROIC), strong governance (double-trigger, clawbacks, no hedging/pledging), and ownership requirements (3x salary, net share holding), supporting alignment with long-term shareholder value .
- Retention risk: Severance protections and clear restrictive covenants reduce near-term turnover risk, but absence from 2024–2025 NEO lists suggests compensation scale below top quartile, potentially limiting disclosure visibility; monitor for 8-K Item 5.02 events for role changes .
- Trading signals: Scheduled RSU/option vesting through 2025 indicates potential episodic supply; however, insider policies restrict hedging/pledging, and holding requirements until guideline compliance temper immediate sales .
- Governance support: High say-on-pay approval (94%) and independent compensation practices reduce headline risk of pay controversies, improving investor confidence in compensation alignment .