Jeffery Perry
About Jeffery Perry
Jeffery Perry (age 59) is an independent Class III director of MasterBrand, Inc. (MBC) serving since 2022. He is Founder and CEO of Lead Mandates LLC (since 2020) and previously held senior roles at Ernst & Young LLP (2004–2020) and A.T. Kearney, including co-leading North America Merger Integration services. He holds a B.S. in Marketing/Quantitative Methods from Babson College and an M.B.A. from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lead Mandates LLC | Founder & Chief Executive Officer | 2020–present | Advisory firm focused on business and leadership performance |
| Ernst & Young LLP | Americas Operational Transaction Services Practice Leader; Global Client Service Partner (Consumer Products) | 2004–2020 | Business integration, strategic/operational/financial advisory to boards and management |
| A.T. Kearney | Leadership roles; Co-led North America Merger Integration services | Pre-2004 | Large-scale merger integration expertise |
External Roles
| Company/Entity | Role | Tenure | Notes |
|---|---|---|---|
| Fortune Brands Innovations (NYSE: FBIN) | Director | 2020–present | Former parent of MBC; creates interlock with MBC director Ann Hackett who also serves on FBIN |
| Equitable Funds (’40 Act investment company) | Director | 2021–present | Registered investment company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Perry is independent of MasterBrand and management . |
| Committee assignments | Chair, Nominating & Governance Committee; Member, Compensation Committee . |
| Meeting attendance | In FY2024, the Board held 10 meetings; Audit 8; Compensation 5; Nominating & Governance 4. Each director attended at least 75% of Board/committee meetings; all seven directors attended the 2024 annual meeting . |
| Board structure | Independent Non-Executive Chair; 7 of 8 directors independent; all committees composed entirely of independent directors . |
| Executive sessions | Independent directors meet in connection with each regular Board and committee meeting . |
| Overboarding policy | Limits on external boards; all directors in compliance as of April 24, 2025 . |
| Shareholder rights | Majority voting with resignation policy; proxy access (3%/3 years/up to 20% of Board); classified board phasing out by 2029 . |
| Related-party transactions | Written Conflicts Policy; no related person transactions requiring disclosure under Item 404(a) . |
| Clawbacks & hedging | Mandatory (NYSE/SEC) and discretionary clawback policies; prohibition on hedging/pledging . |
| Say-on-Pay signal | 97% approval at prior annual meeting (supportive governance signal) . |
Fixed Compensation
| Component | Policy/Structure | Amount/Status |
|---|---|---|
| Annual cash retainer (all non-employee directors) | $100,000 | Company-wide policy |
| Committee chair fee | Nominating & Governance Chair: $20,000; Compensation Chair: $20,000; Audit Chair: $25,000 | Company-wide policy |
| Board Chair fee | $125,000 | Company-wide policy |
| Jeffery Perry – 2024 cash fees | Fees earned/paid in cash | $117,500 |
Performance Compensation
| Component | Terms | 2024 Value | Vesting |
|---|---|---|---|
| Annual equity retainer (RSUs) – all non-employee directors | Standard equity retainer in RSUs | $135,000 (policy amount) | RSUs vest after one year; directors may defer into DSUs |
| Jeffery Perry – 2024 stock awards | Grant date fair value of RSUs | $135,006 | RSUs generally vest after one year (per director program) |
No director performance-vested metrics are used; non-employee director equity is time-based RSUs with one-year vesting .
Other Directorships & Interlocks
| Counterparty | Nature | Governance Implication |
|---|---|---|
| Fortune Brands Innovations (FBIN) | Perry and MBC director Ann Hackett both serve on FBIN’s board | Board interlock worth monitoring given MBC’s 2022 separation from Fortune Brands; however, MBC discloses no related person transactions . |
Expertise & Qualifications
- Business integration and M&A execution from EY and A.T. Kearney; strategic, operational, and financial advisory to boards and management .
- Consumer products familiarity via EY client work and FBIN directorship; relevant to MBC’s home products end-markets .
- Education: Babson College (B.S. Marketing/Quantitative Methods); Harvard Business School (M.B.A.) .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Jeffery Perry | 21,398 | 8,344 | 29,742 | <1% | No shares pledged; RSUs outstanding: 8,344 (as of 12/29/2024) . |
Stock ownership guidelines: Directors must hold equity equal to 5x annual cash retainer; all directors are on track to meet guidelines .
Governance Assessment
- Board effectiveness and engagement: Perry chairs Nominating & Governance and sits on Compensation—two oversight levers central to board composition, evaluation, ESG oversight, CEO performance reviews, and pay design . Attendance thresholds were met, and independent executive sessions occur regularly—supportive of strong oversight .
- Independence and conflicts: Board determined Perry is independent; MBC reports no related-person transactions and prohibits hedging/pledging; overboarding limits in place and met—low structural conflict risk .
- Alignment and incentives: Director pay mix balances cash and one-year RSUs; ownership guideline at 5x cash retainer; Perry received $117.5k cash and $135.0k equity in 2024, and holds equity/RSUs consistent with policy—moderate alignment with shareholders for a director role .
- Interlock risk: Shared service on FBIN’s board (with Ann Hackett) creates a monitoring point, though MBC discloses no related-party transactions and maintains conflict review protocols. Given the historical separation from Fortune Brands, continued vigilance on any cross-company dealings is warranted .
- Shareholder confidence signals: Prior Say‑on‑Pay at 97% and fully independent committees indicate favorable investor governance posture; clawback policies exceed minimum requirements .
RED FLAGS
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or Section 16 compliance specific to Perry; the proxy notes one late Form 4 for a different officer, not for Perry .
- Potential interlock at FBIN should be monitored for perceptions of influence or information flow, though current disclosures point to effective conflict controls .