David Petratis
About David Petratis
David Petratis, age 67, is MasterBrand’s independent Non-Executive Chair and a Class II director; he has served on the Board since 2022. He previously served as President, CEO, and Chair of Allegion plc (NYSE: ALLE) from 2013–2022 and as Chair, President, and CEO of Quanex Building Products (NYSE: NX) from 2008–2013. He holds a B.A. in industrial management from the University of Northern Iowa and an M.B.A. from Pepperdine University, and his 40-year career emphasizes manufacturing operations, global markets, strategy, M&A-led growth, and productivity-focused R&D. Current external board service includes Sylvamo Corporation (NYSE: SLVM) and CraneNXT (NYSE: NXT); he also served eight years on Gardner Denver’s board and sits on the University of Northern Iowa Business Executive Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc (NYSE: ALLE) | President & CEO; Board Chair | 2013–2022 | Led IPO carve-out from Ingersoll Rand in Dec 2013; growth via acquisitions and productivity initiatives |
| Quanex Building Products (NYSE: NX) | Chair, President & CEO | 2008–2013 | Manufacturing leadership; building products market execution |
| Schneider Electric; MGE UPS Systems Americas; Square D Company | Senior leadership roles | Not disclosed | Prior leadership experience in industrial/energy equipment |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Sylvamo Corporation (NYSE: SLVM) | Director | Not disclosed | Current director |
| CraneNXT (NYSE: NXT) | Director | Not disclosed | Current director |
| Gardner Denver, Inc. | Director | Eight years | Prior corporate board service |
| University of Northern Iowa | Business Executive Advisory Board | Not disclosed | Advisory board member |
Board Governance
- Board leadership: Separate independent Non-Executive Chair (Petratis) and CEO; 7 of 8 directors are independent; all committee members, including chairs, are independent .
- Independence: Petratis is independent; he is classified as a Class II director and serves as Non-Executive Chair .
- Committee assignments: As Chair, Petratis is not listed as a member of the Audit, Compensation, or Nominating & Governance Committees; committee membership comprises other independent directors .
- Meetings and attendance: In FY2024 the Board held 10 meetings; Audit 8; Compensation 5; Nominating & Governance 4. Each director attended at least 75% of their meetings; all then-seven directors attended the 2024 annual meeting .
- Governance practices: Majority voting with resignation policy; proxy access (3%/3 years, up to 20% of Board); prohibition on hedging and pledging; clawbacks; annual self-evaluations; stock ownership guidelines; director overboarding policy .
2024 Meetings and Attendance
| Body | Meetings Held (FY2024) | Attendance |
|---|---|---|
| Board | 10 | Each director ≥75% |
| Audit Committee | 8 | Each director ≥75% |
| Compensation Committee | 5 | Each director ≥75% |
| Nominating & Governance Committee | 4 | Each director ≥75% |
Fixed Compensation
- Program structure (Annual): Cash retainer $100,000; equity retainer (RSUs, 1-year vest) $135,000; Board Chair fee $125,000; Audit Chair fee $25,000; N&G and Compensation Chair fee $20,000 .
- Benchmarking and process: Compensation Committee reviews non-employee director pay annually using Willis Towers Watson data and recommends to the Board .
- 2024 actual for Petratis: Fees earned in cash $217,500; Stock awards (grant-date fair value) $135,006; Total $352,506 .
Non-Employee Director Compensation Program Changes
| Compensation Element | 2024 Amount | 2025 Amount |
|---|---|---|
| Cash Retainer | $100,000 | $100,000 |
| Equity Retainer (RSUs, 1-year vest) | $135,000 | $135,000 |
| Board Chair Fee | $110,000 | $125,000 |
| Audit Chair Fee | $20,000 | $25,000 |
| N&G Chair Fee | $15,000 | $20,000 |
| Compensation Chair Fee | $15,000 | $20,000 |
Petratis – Director Compensation (Actual)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $210,000 | $217,500 |
| Stock Awards ($) | $199,726 (includes prorated 2022 RSU) | $135,006 |
| Total ($) | $409,726 | $352,506 |
Performance Compensation
- Equity type: RSUs for non-employee directors generally vest one year after grant; directors may defer RSUs into deferred stock units (DSUs) .
- Performance metrics: None disclosed for director equity; awards are time-based vesting, not performance-based .
Director Equity Mechanics and Metrics
| Item | Detail |
|---|---|
| Vesting schedule | RSUs vest after one year |
| Performance metrics tied to director equity | None disclosed (time-based RSUs) |
| Deferral | Directors may defer all or part of equity into DSUs |
Other Directorships & Interlocks
- Current public company boards: Sylvamo Corporation; CraneNXT .
- Interlocks: Compensation Committee interlocks and insider participation—none; no executive officers serve on compensation committees/boards employing any MBC Compensation Committee member .
- Prior boards: Gardner Denver (eight years) .
Expertise & Qualifications
- Core expertise: Manufacturing and operations; global commercial markets; strategy development; M&A and R&D-driven productivity; prior CEO/Chair of two public companies .
- Education: B.A. in industrial management (University of Northern Iowa); M.B.A. (Pepperdine University) .
- Governance credentials: Independent Non-Executive Chair; Board separates Chair/CEO roles to enhance oversight .
Equity Ownership
| As of | Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | Percent of Class | Pledging |
|---|---|---|---|---|---|
| April 11, 2025 | 18,091 (DSUs) | 8,344 (RSUs vesting within 60 days) | 26,435 | <1% | None pledged; prohibition on hedging/pledging |
Stock Ownership Guidelines – Directors
| Role | Requirement | Compliance Status |
|---|---|---|
| Non-Employee Director | 5x annual cash retainer | All directors on track to meet guidelines |
Governance Assessment
- Board effectiveness: Independent leadership with Petratis as Non-Executive Chair; committee independence and structured oversight of risk, cybersecurity, and human capital indicate robust governance .
- Independence & engagement: Petratis is independent; Board/committees met frequently in 2024 and each director met ≥75% attendance; directors attended the 2024 annual meeting .
- Alignment & incentives: Director pay balanced between cash and RSUs with one-year vesting; ownership guidelines at 5x cash retainer; DSUs and RSUs held by Petratis support alignment; hedging/pledging prohibited, and none of his shares are pledged .
- Potential conflicts: No compensation committee interlocks; explicit conflict-of-interest and insider trading policies in place; no pledging reported .
- Compensation structure signals: Incremental increases to Chair and committee fees from 2024 to 2025 consistent with market benchmarking by independent consultant WTW; no director performance-based equity—time-based RSUs only .
Red flags: None disclosed specific to Petratis—no pledging, no interlocks, independent status, and solid attendance. Governance policies (clawbacks, anti-hedging/pledging, proxy access, majority voting) further mitigate governance risk .