Mark Young
About Mark Young
Mark Young, age 48, is Vice President and Chief Accounting Officer (CAO) of MasterBrand (MBC), serving since the December 14, 2022 separation; he is a CPA with a B.A. in Accounting from the University of Toledo and previously led SEC reporting and global accounting at Cooper Tire & Rubber Company . Company TSR since the spin shows $100 invested rose to $165.00 by year-end 2023 and $160.44 by year-end 2024; 2024 net sales were $2,700.4M (vs. $2,726.2M in 2023) and Adjusted EBITDA was $363.6M (vs. $383.4M in 2023) . The firm completed the Supreme Cabinetry Brands acquisition in 2024, while AIP (annual incentive) paid at 78.4% on company metrics (EPS and Free Cash Flow as % of sales), reflecting both execution and end-market headwinds .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cooper Tire & Rubber Company | Vice President & Chief Accounting Officer | 2019–2022 | Led SEC reporting and global accounting function . |
| Cooper Tire & Rubber Company | Director of External Reporting | 2015–2019 | Principal accounting officer overseeing external reporting . |
| Cooper Tire & Rubber Company | Manager of Financial Accounting | 2010–2015 | Managed financial accounting; progression to principal accounting roles . |
| Ernst & Young LLP | Various roles; Senior Manager (final 2 years) | ~1999–2010 | 11 years in public accounting; audit/advisory experience . |
Fixed Compensation
- MasterBrand’s Summary Compensation Table lists NEOs (CEO, CFO, CDTO, CLO, COO); Mr. Young is not a named executive officer, and his individual base salary/bonus are not disclosed in the proxy .
Performance Compensation
MasterBrand applies a common executive incentive design (AIP + LTI) enterprise-wide; while individual CAO payouts are not itemized, the company’s 2024 AIP metrics, targets, and payout determination were:
| Metric (weight) | Minimum | Target | Maximum | Actual used for payout | Payout vs Target |
|---|---|---|---|---|---|
| Diluted EPS (50%) | 1.31 | 1.60 | 1.87 | 1.35 (adjusted for unusual items and SCB acquisition effects) | 19.7% . |
| Free Cash Flow as % of Net Sales (50%) | 6.5% | 7.7% | 8.8% | 8.2% (adjusted for unusual items) | 58.7% . |
| Total AIP Payout | 78.4% . |
Long-term incentives (LTI) combine:
- PSAs: 3-year cumulative Adjusted EBITDA (50%) and 3-year average Adjusted ROIC (50%), first standalone MBC cycle 2024–2026 (payouts in Mar-2027 for that grant) .
- RSUs: time-based, vest in three equal annual installments beginning on first anniversary of grant .
Company Performance During Young’s Tenure
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($MM) | 2,726.2 | 2,700.4 . |
| Adjusted EBITDA ($MM) | 383.4 | 363.6 . |
| Free Cash Flow ($MM) | 348.3 | 211.1 . |
| TSR ($100 invested end-2022 basis) | 165.00 | 160.44 . |
Context:
- 2024 included the acquisition of Supreme Cabinetry Brands; management cited volume softness and delayed price realization in late 2024, with AIP still paying at 78.4% .
Equity Ownership & Alignment
- Beneficial ownership: The proxy tabulates directors and NEOs individually; Mr. Young’s individual share count is not separately tabulated in “Security Ownership of Directors and Executive Officers” (the group total covers 14 persons) . Shares outstanding were 127,048,644 as of April 11, 2025 .
- Insider activity: One Form 4 for Mr. Young was filed late on September 19, 2024, reporting a sale on September 13, 2024 (Section 16(a) delinquency note) .
- Ownership guidelines: Executives must meet stock ownership multiples; Vice Presidents are required to hold 1x base salary in stock; until compliant, executives must retain 50% of net shares on vest .
- Hedging/pledging: Prohibited for directors and executives; governance highlights reiterate prohibition . As context, the proxy notes that none of the shares listed in the tabulated director/NEO ownership table were pledged as of April 11, 2025 (Mr. Young’s holdings are not itemized in that table) .
Employment Terms
- Employment agreements: Company states no employment contracts for NEOs; executives are at-will .
- Severance and Change-in-Control (CIC): The disclosed severance terms apply to NEOs (double-trigger CIC; CEO at 24 months base + 2x target bonus, rising to 36 months + 3x at CIC; other NEOs at 12 months + 1x, rising to 24 months + 2x at CIC), with prorated AIP and benefits continuation; no tax gross-ups . No specific severance/CIC agreement for Mr. Young is disclosed.
- Clawbacks: Mandatory (NYSE/SEC-compliant) and discretionary clawback policies apply to senior executives’ incentive compensation .
- Insider trading policy: Blackouts, heightened requirements for restricted persons, and compliance with insider trading rules .
Governance, Compensation Design, and Peer Benchmarking
- Compensation Committee: Members and responsibilities disclosed; current committee includes independent directors (Chair: Ann Fritz Hackett) .
- Independent consultant: Willis Towers Watson supports peer group benchmarking, market data, and risk assessment .
- Compensation peer group (used for benchmarking): Allegion, Armstrong World, American Woodmark, AZEK, Carlisle, Griffon, HNI, James Hardie, JELD-WEN, La-Z-Boy, Leggett & Platt, Masco, MillerKnoll, Patrick Industries, RH, Sleep Number, Steelcase, Tempur Sealy .
- Say-on-pay support: 97% approval at the most recent vote, indicating investor alignment with program design .
Risk Indicators & Red Flags
- Late Form 4 filing for Mr. Young (reported sale 9/13/2024; filing on 9/19/2024) indicates a compliance lapse but was remedied; the company disclosed it in the Section 16(a) delinquency section .
- Anti-hedging/pledging policy, robust clawbacks, no option repricing, and at-will employment for NEOs reduce compensation risk and agency concerns .
Expertise & Qualifications
- Education/credentials: B.A. in Accounting (University of Toledo), Certified Public Accountant .
- Technical experience: SEC reporting, global accounting leadership, and 11 years at EY with Senior Manager experience .
Performance & Track Record (Company-Level Under Tenure)
- Strategic execution: Completed the Supreme Cabinetry Brands acquisition in 2024; continued lean-driven productivity and tech enablement initiatives .
- Financial outcomes: 2024 net income $125.9M; Adjusted EBITDA $363.6M; FCF $211.1M; AIP paid 78.4% with EPS under-target but FCF metric above target .
- TSR since listing: $100 invested rose to $165.00 by YE 2023; $160.44 by YE 2024 .
Investment Implications
- Alignment: While Mr. Young’s individual comp and ownership are not disclosed (non-NEO), enterprise-wide policies—ownership guidelines, no hedging/pledging, and robust clawbacks—support alignment and mitigate incentive risk .
- Incentive quality: LTI metrics (3-yr cumulative Adjusted EBITDA and ROIC) and AIP focus (EPS and FCF%) tie pay to quality earnings and cash discipline, appropriate for a CAO’s remit in controls, reporting, and capital efficiency .
- Retention/selling pressure: RSUs vest in equal annual tranches, creating periodic liquidity events; Mr. Young’s September 2024 sale (late-filed) suggests he may sell around vesting, but no schedule is disclosed; ongoing vesting across executives could create modest, predictable selling pressure around anniversaries .
- Governance risk check: No related-person transactions requiring disclosure; strong say-on-pay (97%); no employment contracts and double-trigger CIC reduce optics of entrenchment .
Note: Mr. Young is not a named executive officer in the proxy; therefore, his individual compensation levels, equity award quantities, and detailed ownership are not disclosed. The analysis leverages company-wide program terms and disclosed company performance and governance structures, plus the Section 16(a) note specific to Mr. Young.
Appendix: Key References
- Appointment and background: 8-K on 12/15/2022 (spin-off and officer appointments) .
- Executive Officers (bio/age/credentials): 2025 Proxy .
- AIP metrics and payout: 2025 Proxy .
- LTI metrics and vesting: 2025 Proxy .
- Stock ownership policy; anti-hedging/pledging; clawbacks: 2025 Proxy .
- Delinquent Section 16(a) report for Mr. Young: 2025 Proxy .
- Company performance and TSR: 2025 Proxy .
- Say-on-pay; peer group; committee composition: 2025 Proxy .