Catherine Courage
About Catherine Courage
Catherine Courage, age 50, is an independent Class III director of MasterBrand, Inc. (MBC), serving since 2024; she is a Vice President at Google leading user experience and data science for Google’s largest properties since 2016 and holds a BS from Memorial University of Newfoundland and a MASc in Industrial Engineering: Human Factors from the University of Toronto . She currently serves on MBC’s Audit Committee and Nominating & Governance Committee and was re-nominated for a term expiring at the 2028 annual meeting; the Board has determined she is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vice President; leads UX and data science for major properties | 2016–present | Led shifts to multi-modal search, AR commerce, generative AI | |
| Google Ads | UX leader for the Ads business | Not disclosed | Oversaw design/research across advertiser and consumer products |
| DocuSign | UX leadership positions | Not disclosed | Not disclosed |
| Citrix | UX leadership positions | Not disclosed | Not disclosed |
| Salesforce | UX leadership positions | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Insight Enterprises (NASDAQ: NSIT) | Director | Not disclosed | Public company directorship |
| California College of the Arts | Board member | Not disclosed | Non-profit board |
Board Governance
- Committee assignments: Audit Committee member and Nominating & Governance Committee member; Audit chaired by Robert Crisci and N&G chaired by Jeffery Perry; all committee members are independent and Audit members financially literate (Crisci and Shannon designated “audit committee financial experts”) .
- Independence: The Board determined Courage is independent of MasterBrand and management; committee independence complies with NYSE and SEC standards .
- Attendance: In FY2024, the Board met 10 times, Audit 8, Compensation 5, N&G 4; each director attended at least 75% of Board and applicable committee meetings; all then-7 directors attended the 2024 annual meeting .
- Governance practices supporting investor confidence: majority voting/resignation policy, proxy access, annual evaluations, prohibition on hedging/pledging, director stock ownership guidelines, comprehensive clawback policies; classified board phase-out by 2030 .
- Overboarding: Policy limits other public boards; as of April 24, 2025, all directors were in compliance .
Fixed Compensation
| Compensation Element (Non-Employee Directors) | Amount | Notes |
|---|---|---|
| All directors – Cash Retainer | $100,000 | Standard annual cash retainer |
| All directors – Equity Retainer (RSUs) | $135,000 | RSUs generally vest one year after grant; deferral available to DSUs |
| Audit Committee Chair Fee | $25,000 | Chair only |
| Compensation Chair / N&G Chair Fee | $20,000 | Chair only |
| Board Chair Fee | $125,000 | Independent Non-Executive Chair |
| 2024 Director Compensation (Catherine Courage) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $56,850 |
| Stock Awards (Grant-date fair value) | $135,001 |
| Total | $191,851 |
Mix and alignment: Equity comprised ~70% of Courage’s 2024 compensation ($135,001 of $191,851), signaling emphasis on equity alignment despite partial-year cash service .
Performance Compensation
| Equity Award Type | Grant/Units | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| RSUs (Non-Employee Director) | 8,464 RSUs held as of Dec 29, 2024 | Generally vest one year after grant | None (time-based RSUs; no options/PSUs disclosed for directors) |
- Directors may elect to defer equity retainers into deferred stock units; Courage is not listed with deferred stock units as of year-end (only Petratis and Hackett disclosed) .
- No meeting fees or option awards for directors are disclosed; program designed around cash and time-based RSUs .
Other Directorships & Interlocks
| Company/Institution | Nature of Relationship | Potential Interlock/Exposure |
|---|---|---|
| Insight Enterprises (NSIT) | Public company directorship | IT distribution/solutions; no related person transactions disclosed by MasterBrand |
| Employer (Vice President) | Large technology platform; MasterBrand prohibits hedging/pledging; no related person transactions requiring Item 404(a) disclosure | |
| California College of the Arts | Non-profit board | Not a related party per Item 404(a); no transactions disclosed |
Related party controls: MasterBrand’s Conflicts of Interest Policy requires Audit Committee review; there have been no related person transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Digital marketing, technology, brand design, and user experience leadership at Google and other IT leaders; Board cites this as qualifying expertise for oversight of MasterBrand’s strategy .
- Academic credentials: BS (Memorial University of Newfoundland), MASc in Industrial Engineering: Human Factors (University of Toronto) .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | Percent of Class | Pledged |
|---|---|---|---|---|---|
| Catherine Courage | — | 8,464 | 8,464 | <1% (based on 127,048,644 shares) | None pledged |
| Stock Ownership Guidelines (Directors) | Requirement | Timing | Status |
|---|---|---|---|
| Non-Employee Director | 5x annual cash retainer | Newly appointed directors have 5 years to comply | All directors on track to meet guidelines |
Governance Assessment
- Strengths: Independent status; service on Audit and N&G supports board effectiveness and risk/cyber/data oversight; strong attendance (≥75%); equity-heavy pay mix enhances alignment; prohibition on hedging/pledging; robust conflicts and clawback policies .
- Alignment: RSU-based director pay and 5x retainer ownership guideline (5-year compliance window) promote skin-in-the-game; Courage holds 8,464 RSUs and is on track to meet guidelines .
- Independence & conflicts: No related person transactions disclosed; committee independence confirmed; overboarding policy in compliance despite full-time Google role and one other public board (NSIT) .
- Attendance/engagement: Board met 10x; committees met regularly; Courage attended ≥75%; Board conducts annual self-evaluations and holds independent director sessions—positive for oversight quality .
RED FLAGS
- None disclosed: No hedging/pledging, no related party transactions requiring Item 404(a) disclosure, no attendance shortfall reported .
- Monitoring items: Newer director (appointed 2024) and full-time operating role at Google—continue to monitor time commitments and any emerging commercial relationships that could trigger Item 404(a) reviews; current disclosures indicate compliance and no transactions .