Juliana Chugg
About Juliana Chugg
Independent director of MasterBrand, Inc. since 2022; age 57. Former EVP and Chief Brand Officer at Mattel, with a 20+ year career in global consumer brands at General Mills/Pillsbury, including President of the Meals division. Holds a B.B.A. in Marketing from the University of South Australia, and is recognized for brand-building, marketing, and consumer behavior expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mattel, Inc. | Executive Vice President & Chief Brand Officer | 2015–2018 | Led global brand portfolio; $6B revenue business leadership |
| General Mills / Pillsbury | Senior VP; President, Meals division; various leadership roles | 1996–2014 | Led large P&L; consumer products execution and marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Compass Group (LON: CPG) | Director | Since 2024 | — |
| Darden Restaurants (NYSE: DRI) | Director | Since 2022 | Chair, Nominations & Governance Committee |
| V.F. Corporation (NYSE: VFC) | Director | Since 2009 | Chair, Talent & Compensation Committee |
| Kontoor Brands (NYSE: KTB) | Former Director | 2019–2021 | — |
| Caesars Entertainment | Former Director | 2018–2020 | — |
| H.B. Fuller (NYSE: FUL) | Former Director | 2007–2013 | — |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; all committees (Audit, Compensation, Nominating & Governance) are composed entirely of independent directors .
- Committee assignments (MBC): Audit Committee member; Compensation Committee member (not chair) .
- Attendance and engagement: In FY2024 the Board met 10x, Audit 8x, Compensation 5x, N&G 4x; each director attended at least 75% of Board and applicable committee meetings; all then 7 directors attended the 2024 annual meeting .
- Leadership structure and executive sessions: Non-Executive independent Chair; meetings of independent directors occur in connection with each regular Board and committee meeting .
- Overboarding policy: Non-full-time directors may serve on no more than three other public company boards; as of April 24, 2025 all directors were in compliance (Chugg serves on exactly three other boards) .
- Related-party transactions: Company reports no related person transactions requiring disclosure pursuant to Item 404(a) of Regulation S-K .
- Hedging/pledging: Prohibited under MasterBrand policies .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Annual equity retainer (RSUs) | $135,000 | RSUs vest after one year; deferral to DSUs permitted |
| Committee chair fees | $20,000 (Comp), $20,000 (N&G), $25,000 (Audit) | Applies to chairs; Chugg not a chair at MBC |
| Board Chair fee | $125,000 | For Non-Executive Chair |
| 2024 total paid to Chugg | $235,006 | $100,000 cash; $135,006 stock awards |
| RSUs held (as of 12/29/2024) | 8,344 | Director RSUs outstanding |
| Director stock ownership guideline | 5x annual cash retainer | All directors on track to meet |
Performance Compensation
Non-employee directors do not have performance-based equity (no PSUs) or options; equity retainer is time-based RSUs vesting after one year, with grant-date fair value recorded in director compensation .
| Feature | Detail |
|---|---|
| Performance metrics | None for director pay (time-based RSUs only) |
| RSU vesting | One year following grant date |
| Options for directors | None granted in 2024; no plans to grant options |
Other Directorships & Interlocks
| Potential Interlock/Conflict | Observations |
|---|---|
| Shared directorships with MBC suppliers/customers | Not disclosed; Company reports no related person transactions requiring Item 404(a) disclosure |
| Overboarding risk | Within policy (≤3 other boards); confirmed compliance as of Apr 24, 2025 |
| Consultant conflicts | Compensation Committee uses independent consultant WTW; annual risk assessment performed |
Expertise & Qualifications
- Consumer brands and marketing leader; global brand-building and consumer behavior analysis credentials .
- Long-tenured public company director; chairs governance and compensation committees externally (Darden, VFC), bringing compensation/governance expertise to MBC .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | Total Beneficial | % of Class | Pledged |
|---|---|---|---|---|---|
| Juliana Chugg | 25,080 | 8,344 | 33,424 | <1% | None; Company prohibits pledging |
Say-on-Pay & Shareholder Feedback
| Meeting | Item | For | Against | Abstain | Outcome |
|---|---|---|---|---|---|
| 2024 Annual Meeting | Say-on-Pay (2023 NEO comp) | 103,269,508 | 3,067,309 | 238,409 | Approved (~97% support) |
| 2025 Proxy disclosure | Advisory result (prior year) | — | — | — | 97% approval cited |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit, Compensation); robust attendance; external governance and compensation chair experience enhances board effectiveness; clear ownership alignment via RSU retainer and 5x guideline; strong governance environment (prohibition on hedging/pledging; independent committees; regular executive sessions) .
- Risks/Watch items: Multi-board commitments inherently increase time demands, but current service aligns with overboarding limits and compliance confirmed; no related-party transactions disclosed; no hedging/pledging or pledges reported .
Overall signal: Positive for investor confidence—independent, engaged, and governance-savvy director with complementary external committee leadership and no evident conflicts or red flags in filings .