Kurt Wanninger
About Kurt Wanninger
Executive Vice President & Chief Operations Officer (COO) of MasterBrand, Inc. (MBC); age 65; officer since May 7, 2023. He previously led Stock operations and has over 25 years in the cabinet industry with operations leadership at MasterBrand and Norcraft; earlier roles included Electrolux divisional GM and 18 years at a tier-one automotive supplier; education includes an AS in operations management (Iowa Western) and a BS in business administration (Bellevue) . Company performance context: FY2024 net sales were $2.700B and adjusted EBITDA $363.6M; 2019–2024, net sales grew ~+$312M (≈2% CAGR) and adjusted EBITDA +$114M (≈8% CAGR), while 2024 “value of $100 invested” TSR stood at 160.44; AIP metrics in 2024 paid at 78.4% with EPS under target offset by stronger free cash flow conversion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MasterBrand | EVP & COO | 2023–present | Company-wide operations leadership through post-separation transformation and acquisition integration era . |
| MasterBrand | EVP & GM, Stock operations | 2020–2023 | Led stock cabinetry operations prior to COO appointment . |
| MasterBrand (earlier tenure) | EVP of Operations (supply chain) | — | Led supply chain during first stint with MasterBrand . |
| Norcraft Companies | President, Mid Continent Cabinetry (division) | 9 years | Ran division; later served as Norcraft Companies President, EVP Semi-Custom Operations after MasterBrand acquired Norcraft . |
| Electrolux | General Manager, Laundry and Outdoor Products divisions | — | P&L and operational leadership for key consumer durables divisions . |
| Tier-one automotive supplier | Various roles across supervision, safety, HR, general management | 18 years | Deep manufacturing/operations grounding in high-spec supply chains . |
External Roles
No public company directorships disclosed for Wanninger in the company’s executive officer section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 463,900 | 496,200 | 500,000 |
| AIP Target % of Salary | — | 60% | 70% |
| Actual AIP Cash Incentive ($) | 240,175 | 537,300 | 274,400 |
Notes:
- 2024 AIP metrics: Diluted EPS (50%) and Free Cash Flow as % of Net Sales (50%); total payout 78.4% of target, reflecting EPS underperformance vs target and FCF above target .
- 2024 perquisites for Wanninger included a $17,250 401(k) match and $25,263 product purchase credit; no tax gross-ups .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcome
| Metric | Weight | Minimum | Target | Maximum | Actual (for payout) | Payout vs Target |
|---|---|---|---|---|---|---|
| Diluted EPS | 50% | 1.31 | 1.60 | 1.87 | 1.35 (discretion excludes unusual items, SCB effects) | 39.3% |
| Free Cash Flow as % of Net Sales | 50% | 6.5% | 7.7% | 8.8% | 8.2% (discretion excludes unusual items) | 117.4% |
| Total AIP Payout | — | — | — | — | — | 78.4% |
- Company-wide net sales FY2024: $2.700B; free cash flow $211.1M (7.8% of sales) before committee adjustments for AIP; adjustments excluded acquisition-related, restructuring, tax timing, and certain amortization effects for payout purposes .
Long-Term Incentives (LTI)
| Vehicle | Weight | Performance/vesting | 2024 Plan Metrics | Notes |
|---|---|---|---|---|
| PSAs | 50% | 3-year performance (2024–2026) | 3-yr cumulative Adjusted EBITDA (50%); 3-yr average Adjusted ROIC (50%) | First standalone PSA cycle payout (2023–2025) scheduled March 2026; payouts capped at 200% . |
| RSUs | 50% | Time-based, vest in 3 equal annual installments | — | Promotes retention; 3-year straight-line vesting . |
PSA conversions from Fortune Brands at separation: 2022–2024 cycle approved at 82% and converted into MBC RSUs; Wanninger received 12,640 shares at 82% achievement (vested Dec 31, 2024) .
2024 Equity Grants to Wanninger
| Grant Type | Grant Date | Target Value ($) | Shares/Units |
|---|---|---|---|
| RSU | 3/13/2024 | 250,006 | 13,959 RSUs |
| PSA (2024–2026) | 3/13/2024 | 250,006 | Target shares not disclosed (value basis) . |
2024 vesting/realization: Stock awards that vested for Wanninger totaled 88,082 shares with $1,665,978 value realized; no option exercises in 2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of April 11, 2025)
| Holder | Shares Beneficially Owned | Right to Acquire within 60 days (options + RSUs) | Total Beneficial | % of Class | Pledged? |
|---|---|---|---|---|---|
| Kurt Wanninger | 133,031 | 106,399 | 239,430 | <1% | None; no shares pledged as security |
- Executive and director pledging/hedging is prohibited by policy; stock ownership guidelines apply .
- Ownership guidelines: EVP requirement = 3x base salary; all NEOs meet guidelines as of the proxy date .
Unvested and Outstanding Equity (12/29/2024)
| Instrument | Detail | Count/Value |
|---|---|---|
| Unvested RSUs | Units outstanding | 92,301 |
| Unvested RSUs | Mark-to-market value at $14.44 | $1,332,826 |
| Unvested PSAs | Units (at target) | 39,135 |
| Unvested PSAs | Market/payout value (assumes target) | $565,109 |
| Stock Options (exercisable) | 5.94 strike, exp. 2/21/2029 | 14,791 |
| 8.58 strike, exp. 2/24/2030 | 23,962 | |
| 10.76 strike, exp. 2/22/2031 | 24,706 | |
| Stock Options (exercisable/unexercisable) | 10.75 strike, exp. 2/28/2032 | 17,144 exercisable; 8,573 unexercisable |
Vesting/Supply Calendar
- RSUs expected to vest: 75,078 (2025), 12,570 (2026), 4,653 (2027) .
- Options scheduled to vest: 8,573 in 2025 (remaining tranche on the 2/28/2032 grant) .
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | At-will; company does not use employment contracts for NEOs . |
| Severance (no CIC) | 12 months base + 1x target bonus; prorated AIP; benefits continuation; outplacement; 401(k) match continuation; restrictive covenants required . |
| Severance (double-trigger CIC) | 24 months base + 2x target bonus; equity accelerates (PSAs at target, RSUs and unvested options vest); similar benefits/outplacement . |
| Non-compete / Non-solicit | 12 months each; required for severance eligibility . |
| Clawbacks | Mandatory (restatements) and Discretionary (specified misconduct) clawback policies in force . |
| Hedging/pledging | Prohibited by policy; blackout periods and heightened insider controls apply . |
Illustrative potential payments (12/29/2024 basis):
- Without Cause: $2,071,106 total (incl. cash severance $1,217,250; benefits $14,607; equity values per methodology) .
- CIC + qualifying termination: $4,043,283 total (incl. cash severance $2,084,500; benefits $29,213; equity vesting treatment per plan) .
Compensation Structure Analysis
- Cash vs equity mix: 2024 LTI target value held flat at $500,000; base salary flat at $500,000; AIP target increased to 70% from 60%, raising at-risk cash weight and aligning with market medians; payout capped at 200% .
- Metric design: AIP emphasizes earnings and cash generation (EPS and FCF as % sales); PSAs emphasize multi-year earnings power and capital efficiency (adjusted EBITDA and adjusted ROIC); company used Monte Carlo methods for goal calibration; reps on pay-for-performance and risk oversight in place .
- Discretion: Compensation Committee adjusted AIP results for unusual items (restructuring, acquisition costs, certain tax effects and amortization) in 2024, which boosted the EPS input and FCF percentage used for payout; total payout remained below target (78.4%) .
Performance & Track Record
- Company delivery in 2024: Net sales $2.700B (-1% YoY), adjusted EBITDA $363.6M (down from $383.4M), FCF $211.1M (vs $348.3M); acquisition of Supreme Cabinetry Brands completed to support growth; 265+ Kaizen events generating >$50M of annual savings in 2024 .
- Shareholder alignment: Say-on-pay approval of 97% at prior meeting; 2024 “value of $100 invested” TSR: MasterBrand 160.44 (peer group 163.53) .
- 2024 AIP outcomes: EPS underperformed plan amid Q4 volume volatility; Free cash flow conversion exceeded target, reflecting disciplined working capital and capex .
Governance, Risk Indicators & Red Flags
- Related-party transactions: None requiring disclosure under Item 404(a) .
- Section 16 compliance: Company reported one late Form 4 in 2024 for a non-NEO (Chief Accounting Officer Mark Young); no issues cited for Wanninger .
- Prohibitions and controls: No hedging/pledging; mandatory and discretionary clawbacks; robust stock ownership guidelines and insider trading policy with blackout periods .
- No tax gross-ups; no option repricing; no employment agreements .
Compensation Peer Group (for benchmarking)
Peer set used in 2024 includes building products and adjacent manufacturers (e.g., Allegion, Armstrong World, American Woodmark, AZEK, Masco, HNI, JELD-WEN, RH, Tempur Sealy, etc.); updates included removals for acquired peers and additions aligned to size/industry .
Equity Compensation and Ownership Tables (Multi-Year)
Summary Compensation (Wanninger)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | 500,011 | — | 274,400 | 53,729 | 1,328,140 |
| 2023 | 496,200 | 499,995 | — | 537,300 | 47,947 | 1,581,442 |
| 2022 | 463,900 | 917,052 | 66,607 | 240,175 | 62,642 | 1,750,376 |
2024 Grants and Outstanding Equity (Wanninger)
| Item | Amount |
|---|---|
| 2024 RSU grant (shares) | 13,959 |
| 2024 PSA grant (target value) | $250,006 |
| Unvested RSUs (12/29/24) | 92,301; value $1,332,826 @ $14.44 |
| Unvested PSAs (12/29/24, target) | 39,135; value $565,109 @ $14.44 |
| Options exercisable (key strikes/expiries) | 14,791 @ $5.94 (2/21/2029); 23,962 @ $8.58 (2/24/2030); 24,706 @ $10.76 (2/22/2031) |
| Options outstanding w/ unvested tranche | 17,144 exercisable + 8,573 unexercisable @ $10.75 (2/28/2032); 8,573 vest in 2025 |
| 2024 stock awards vested | 88,082 shares; $1,665,978 value realized |
| 2022–2024 PSA conversion payout | 12,640 shares (82% achievement) |
Employment Economics at Separation/CIC (Illustrative)
| Scenario (12/29/2024) | Total Potential Payments |
|---|---|
| Without Cause | $2,071,106 (cash severance $1,217,250; health/benefits $14,607; plus equity treatment values per plan) |
| For Good Reason | $2,071,106 equivalent structure |
| CIC + qualifying termination | $4,043,283 (cash severance $2,084,500; health/benefits $29,213; equity accelerations per policy) |
Investment Implications
- Alignment: High at-risk mix (AIP and LTI) tied to earnings, cash conversion, and multi-year EBITDA/ROIC supports pay-for-performance and cash discipline; ownership guidelines met and no pledging allowed reduce misalignment risk .
- Near-term supply: Significant RSU vesting in 2025 (≈75k units) and a smaller 2026–2027 tail, plus 2025 option vesting of 8,573 shares, could create periodic selling pressure (subject to trading windows/10b5-1 or personal choices) .
- Retention: Balanced by unvested RSUs/PSAs and double-trigger CIC protection (2x salary+bonus for EVPs), with 12-month non-compete/non-solicit; lack of employment contracts but clear severance economics temper voluntary departure risk .
- Governance quality: Strong say-on-pay (97%), mandatory/discretionary clawbacks, no tax gross-ups, and no option repricing are shareholder-friendly; however, 2024 AIP required committee discretion to adjust for unusual items, which investors should continue to monitor for consistency and rigor .