Navi Grewal
About Navi Grewal
Navi Grewal is Executive Vice President and Chief Digital and Technology Officer at MasterBrand, age 51, and has served as an officer since 2022. She previously led Fortune Brands’ Cabinets segment as EVP & Chief Digital Officer (Oct 2021–Separation in 2022), and held senior IT and digital roles at DuPont, Church & Dwight, and Campbell Soup; she holds a Bachelor of Engineering from Dr. B R Ambedkar National Institute of Technology, Jalandhar, and attended the CIO Leadership Workshop at Columbia University . Company performance during her tenure included 2024 net sales of $2.7B (down 1% YoY), adjusted EPS of $1.37 (vs. $1.58 in 2023), and free cash flow of $211.1M (vs. $348.3M in 2023) , with cumulative TSR value of $100 invested measured at 84.22 (2022), 165.00 (2023), and 160.44 (2024), alongside net income of $155.4M (2022), $182.0M (2023), $125.9M (2024) and adjusted EBITDA of $411.4M (2022), $383.4M (2023), $363.6M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MasterBrand (post-Separation) | EVP & Chief Digital and Technology Officer | Officer since 2022 | Leads digital and technology strategy; executive team member |
| Fortune Brands’ Cabinets segment | EVP & Chief Digital Officer | Oct 2021–2022 | Drove digital initiatives up to corporate Separation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DuPont Water & Protection | Global CIO & VP Enterprise Customer Experience | Aug 2019–Oct 2021 | Led multi-year IT strategy, cross-functional IT transformation, digital innovation |
| Church & Dwight | Senior Director of IT – Marketing, Sales & International | Jun 2013–Aug 2019 | Led IT digital transformation and marketing technology initiatives |
| Campbell Soup Company | Progressive IT roles | ~2003–2013 | Advanced IT leadership over ~10 years |
Fixed Compensation
| Year | Base Salary ($) | AIP Target (% of Base) | Actual Cash Incentive Paid ($) |
|---|---|---|---|
| 2022 | 410,577 | — | 212,259 |
| 2023 | 460,000 | 60% | 494,316 |
| 2024 | 470,962 | 70% | 260,680 |
Notes: AIP target increased for Grewal from 60% to 70% in 2024 per Compensation Committee benchmarking . 2024 AIP paid at 78.4% of target overall .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Outcomes
| Metric | Weighting | Minimum | Target | Maximum | Actual | AIP Payout vs Target |
|---|---|---|---|---|---|---|
| Diluted EPS | 50% | 1.31 | 1.60 | 1.87 | 1.35 (Committee adjustments applied) | 19.7% |
| Free Cash Flow as % of Net Sales | 50% | 6.5% | 7.7% | 8.8% | 8.2% (Committee adjustments applied) | 58.7% |
| Total Weighted Score | — | — | — | — | — | 78.4% |
Adjustments: Committee excluded certain unusual items and acquisition impacts in calculating AIP results .
Long-Term Incentives (LTI) – 2024 Grants and Structure
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSU | 3/13/2024 | 20,240 | 362,498 | 3 equal annual installments starting 1st anniversary | Time-based |
| PSA | 3/13/2024 | — | 362,498 | 3-year performance period | 50% 3-yr cumulative Adjusted EBITDA; 50% 3-yr average Adjusted ROIC |
PSA conversion at Separation (legacy cycles from Fortune Brands) and outcomes:
| Cycle | Approved Achievement (% of Target) | Vesting Date | Shares Earned (Grewal) |
|---|---|---|---|
| 2020–2022 | 200% | Dec 31, 2022 | — |
| 2021–2023 | 200% | Dec 31, 2023 | — |
| 2022–2024 | 82% | Dec 31, 2024 | 11,484 |
Vesting activity (realized in 2024):
| Type | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Stock awards (RSUs/PSAs) | 67,154 | 1,108,400 |
| Option awards | — | — |
Program notes:
- LTI mix: RSUs and PSAs equally weighted in 2024 .
- No stock options granted in 2024; company has no plans to grant options in future .
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class | Pledged |
|---|---|---|---|---|---|
| Apr 11, 2025 | 62,058 | 23,380 | 85,438 | <1% (127,048,644 shares outstanding) | None pledged |
| Sep 22, 2025 | — | — | 85,438 | <1% (126,738,905 shares outstanding) | — |
Stock ownership guidelines for Executive Vice President: 3x base salary; all NEOs meet guidelines; until met, executives must hold 50% of net shares from vesting . Hedging and pledging are prohibited by policy .
Forward vesting schedule (unvested RSUs as of 12/29/2024):
| Year | RSUs Vesting (Grewal) |
|---|---|
| 2025 | 77,385 |
| 2026 | 15,979 |
| 2027 | 6,747 |
Insider sale pressure context:
- Large scheduled RSU vesting in 2025 (77,385 units) could create mechanical sell pressure from tax withholding, though hedging/pledging are prohibited and executives are subject to holding guidelines and insider trading blackout windows .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreements | None; NEOs are at-will employees |
| Severance (non-CIC) | 12 months base pay + 1x target annual bonus; prorated AIP based on actual performance; Company 401(k) contribution for 12 months; 12 months outplacement |
| Change-in-control (CIC) | Double-trigger; 24 months base pay + 2x target annual bonus; extended benefits; equity award agreements include double-trigger provisions |
| Restrictive covenants | 12-month non-compete and 12-month non-solicit (outside CIC window) |
| Clawback policies | Mandatory clawback (SEC/NYSE) effective Sep 6, 2023; Discretionary clawback effective Dec 7, 2023; recover erroneously awarded or misconduct-related incentive comp; Mandatory policy does not require misconduct finding |
| Tax gross-ups | None for CIC excise or perquisites |
| Perquisites | Executive health program and cybersecurity; CEO limited aircraft personal use; no gross-up for aircraft use |
| Insider trading | Policy with blackout periods; prohibitions on hedging/pledging; heightened requirements for restricted persons |
| Ownership holding | Robust guidelines; until met, must hold 50% of net shares from RSU/PSU vesting |
Compensation Structure Analysis
- Increased AIP target for Grewal from 60% to 70% in 2024, raising at-risk pay; LTI grant value increased to $725,000 in 2024 (+31.8% YoY) to recognize performance and enhance retention near market median .
- AIP metrics focus on earnings and cash flow; 2024 payout 78.4% amid adjusted EPS headwinds and resilient cash generation, reflecting balanced pay-for-performance design .
- PSAs emphasize long-term Adjusted EBITDA and ROIC; first MasterBrand-specific PSA payout expected March 2026, reducing near-term windfall risk and aligning long-term value creation .
- Governance mitigants: double-trigger CIC, clawbacks, no hedging/pledging, no option repricing, no tax gross-ups; strong say-on-pay (97% approval) supports program integrity .
Say-on-Pay & Shareholder Feedback
- Advisory approval of executive compensation received 97% support at the prior annual meeting; no program changes were made in response .
- Compensation consultant WTW engaged; target total direct compensation positioned around 50th percentile; annual peer/market review and risk assessment conducted .
Performance & Track Record
- 2024 operational context: Supreme Cabinetry Brands acquisition executed; strategic initiatives advanced (“Align to Grow, Lead through Lean, Tech Enabled”); year-end volume declines and delayed price realization pressured EPS and FCF versus 2023 .
- Pay-versus-performance disclosure shows CAP alignment with Adjusted EBITDA, FCF, and stock price, consistent with program design .
Equity Ownership & Alignment (Detail)
| Element | Status |
|---|---|
| Total beneficial ownership | 85,438 shares (Apr 11, 2025 proxy); <1% of 127,048,644 shares outstanding; none pledged |
| Options | No exercises in 2024; company not planning option grants |
| Ownership guidelines | EVP at 3x salary; all NEOs meet guidelines |
| Holding requirement | 50% of net shares until guideline met |
| Hedging/pledging | Prohibited |
Investment Implications
- Alignment: Grewal’s pay mix is heavily at-risk via AIP and LTI; AIP metrics tied to EPS and FCF and PSAs to multi-year EBITDA and ROIC create strong linkage to value creation; robust clawbacks and double-trigger CIC protect shareholders .
- Retention risk: LTI grant increases and multi-year RSU/PSA vesting schedules support retention; large 2025 RSU vesting (77,385 units) is notable for supply/tax withholding dynamics but hedging/pledging prohibitions and ownership guidelines reduce misalignment risk .
- Trading signals: 2024 AIP payout at 78.4% amid EPS pressure and FCF resilience indicates balanced scorecard; watch 2023–2025 PSA outcome (March 2026) and continued integration/“Tech Enabled” execution for earnings and ROIC inflection .
- Governance quality: No employment contracts, no tax gross-ups, strong say-on-pay (97%) and independent consultant oversight reduce red flags; mandatory and discretionary clawbacks enhance downside protection .