Patrick Shannon
About Patrick Shannon
Patrick Shannon (age 62) is an independent Class II director of MasterBrand, Inc. (ticker: MBC) since 2024; he is a former CFO with deep industrial and manufacturing finance experience and is designated an “audit committee financial expert.” He serves on the Audit and Compensation Committees and meets the Board’s independence standards; each director (including Mr. Shannon) attended at least 75% of Board/committee meetings in 2024, evidencing baseline engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc (NYSE: ALLE) | Chief Financial Officer | 2013–2022 | Led finance through spin-off from Ingersoll Rand; capital markets, M&A, finance transformation |
| Ingersoll Rand (NYSE: IR) | Various senior finance roles | 11 years | Leadership in accounting/finance and business development |
| AGCO Corporation (NYSE: AGCO) | Chief Financial Officer | 2 years | Public company CFO, global manufacturing exposure |
| Arthur Andersen LLC | Senior Auditor | Early career | Public accounting foundational experience |
External Roles
| Organization | Role | Start | Committee roles (if disclosed) |
|---|---|---|---|
| Astec Industries, Inc. (NASDAQ: ASTE) | Director | Not disclosed | Not disclosed in MBC proxy |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director under NYSE standards; all directors except CEO are independent . |
| Committees | Audit Committee (member); Compensation Committee (member) . |
| Committee Chair roles | None; Audit Chair is Robert Crisci; Compensation Chair is Ann Fritz Hackett . |
| Financial expert | Designated “audit committee financial expert” (with Audit Chair Robert Crisci) . |
| Meeting cadence (2024) | Board: 10; Audit: 8; Compensation: 5; Nominating & Governance: 4 meetings . |
| Attendance threshold | Each director attended ≥75% of applicable meetings in 2024 . |
| Board leadership | Independent Non‑Executive Chair (David Petratis) . |
| Overboarding policy | All directors compliant as of Apr 24, 2025 . |
| Executive sessions | Independent director sessions held regularly . |
| Conflicts review | Written Conflicts of Interest Policy; Audit Committee oversees related person transactions . No related person transactions requiring disclosure . |
Fixed Compensation
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2024 | $76,918 | Prorated due to appointment on Mar 25, 2024; standard annual non‑employee director cash retainer is $100,000; committee chair fees not applicable to Shannon . |
Non‑employee director program (current): Cash retainer $100,000; annual equity retainer (RSUs) $135,000; Chair fees: Audit $25,000; Comp and N&G $20,000; Board Chair $125,000 .
Performance Compensation
| Year | Equity Type | Grant Fair Value | Vesting | Outstanding RSUs at 12/29/24 |
|---|---|---|---|---|
| 2024 | RSUs (Director annual grant; prorated for initial service) | $161,640 | Director RSUs vest after one year | 9,799 RSUs |
Notes:
- Director equity is time‑based RSUs (no performance metrics); directors may defer RSUs into deferred stock units .
- Mr. Shannon’s 2024 stock award includes a prorated amount (appointment to grant window) .
Other Directorships & Interlocks
| Connection | Detail | Governance Implication |
|---|---|---|
| Current outside public board | Director, Astec Industries (ASTE) | Adds industrial manufacturing oversight experience. |
| Prior company overlap with MBC Chair | Shannon was CFO of Allegion; MBC Chair David Petratis is Allegion’s former CEO/Chair | Not a related‑party transaction; potential soft interlock to monitor for independence optics. No related‑person transactions disclosed . |
Expertise & Qualifications
- Public company CFO experience across two large industrials (Allegion; AGCO) with significant manufacturing exposure and capital markets/M&A leadership .
- Audit Committee financial expert designation; strong fit for Audit Committee oversight of reporting, controls, and cyber risk .
- Education: B.B.A. (Accounting), University of Georgia; M.B.A., Mercer University .
- Prior Arthur Andersen audit background; extensive finance transformation and data/analytics experience cited in bio .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 1,435 | As of Apr 11, 2025 . |
| Right to acquire within 60 days | 8,344 | RSUs/options vesting within 60 days counted as “right to acquire” . |
| Total beneficial ownership | 9,779 | <1% of class . |
| Shares pledged | None pledged by directors/executives in table; company prohibits pledging and hedging . | |
| Director ownership guideline | 5x annual cash retainer; all directors “on track” to meet guidelines . |
Governance Assessment
-
Strengths
- Independent director with CFO pedigree and audit committee financial expert status; seats on both Audit and Compensation Committees enhance board financial discipline and pay governance .
- Attendance met the Board’s standard (≥75%) in a high‑frequency meeting year; indicates baseline engagement .
- Compensation mix is equity‑forward and time‑vested (no performance linkage for director equity, preserving director independence); stock ownership guidelines, and prohibitions on hedging/pledging support alignment .
- No related‑party transactions disclosed; robust conflicts policy and clawback/insider‑trading frameworks at the company level bolster governance hygiene .
-
Watchpoints
- Prior overlap with MBC’s Non‑Executive Chair at Allegion is an interlock to monitor for perceived independence, though no transactional conflicts are disclosed and Board independence standards are met .
- Dual committee workload (Audit and Compensation) requires ongoing time‑commitment monitoring, though the Board’s overboarding policy is in force and directors are compliant .
-
Shareholder sentiment context
- Say‑on‑pay support was 97% in the prior year, signaling broad confidence in pay governance overseen by the Compensation Committee (on which Mr. Shannon serves) .
Appendix: Quantitative References
- 2024 Non‑Employee Director Compensation Table (Mr. Shannon): Fees $76,918; Stock Awards $161,640; Total $238,558; RSUs outstanding at year‑end 9,799 .
- Meeting counts (2024): Board 10; Audit 8; Compensation 5; N&G 4; ≥75% attendance by each director .
- Beneficial ownership (as of Apr 11, 2025): Shannon beneficial 1,435; right to acquire 8,344; total 9,779; not pledged .
- Director compensation program parameters: cash $100,000; equity $135,000; chair fees (Audit $25,000; Comp/N&G $20,000; Board Chair $125,000); director RSUs vest in 1 year; deferral available; ownership guideline 5x cash retainer .
- Independence, policies, and committees: independence determinations ; hedging/pledging prohibited ; committee rosters ; audit financial expert designation ; no related‑person transactions .