R. David Banyard, Jr.
About R. David Banyard, Jr.
R. David Banyard, Jr., age 56, is President and Chief Executive Officer of MasterBrand, Inc. (MBC) and a Class I director, roles he has held since the December 2022 separation from Fortune Brands; he holds a B.A. in Economics from Princeton and an MBA from the University of Virginia Darden School of Business . Under his leadership, MasterBrand highlights since 2019 include net sales growth of ~$312M (CAGR ~2%), adjusted EBITDA up >$114M (CAGR ~8%), and strong operating cash flow growth, despite industry headwinds; cumulative TSR (company methodology) shows $100 invested stood at $160.44 at FY2024 year-end (start point 12/14/2022) . He also serves on the board of WK Kellogg Co. (NYSE: KLG) and is Chair of its Compensation Committee, indicating broad compensation governance experience .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fortune Brands Innovations – Cabinets segment | President | Dec 2019 – Dec 2022 | Led the business through spin and separation groundwork; cabinet industry depth |
| MasterBrand, Inc. | President & CEO | Dec 2022 – Present | Led integration of Supreme Cabinetry acquisition; execution on The MasterBrand Way |
| Myers Industries, Inc. (NYSE: MYE) | President & CEO; Director | Dec 2015 – Oct 2019; 2016–2019 | Turnaround/operating leadership at industrial manufacturer |
| Roper Technologies (NASDAQ: ROP) | Group President, Fluid Handling Technologies | Prior to 2015 | Portfolio leadership across diverse end markets |
| Danaher (NYSE: DHR) | Various roles incl. VP/GM, Kollmorgen Vehicle Systems | Early career | Lean/operating toolkit consistent with MasterBrand Way |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WK Kellogg Co. (NYSE: KLG) | Director; Chair of Compensation Committee | Since 2023 | External comp governance leadership |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 754,943 | 1,000,000 | 1,021,923 (increase to $1,030,000 effective 3/31/24) |
| AIP Target (% of salary) | — | 120% | 120% |
| Actual AIP Cash Paid ($) | 623,100 | 2,149,200 | 969,024 |
| Perquisites ($) | 78,253 | 152,407 | 130,665 (incl. $20,247 aircraft, $20,000 product credit) |
Notes:
- CEO does not receive additional director fees for board service at MasterBrand .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and results
| Metric | Weight | Target | Actual (for payout) | Payout as % of target |
|---|---|---|---|---|
| Diluted EPS | 50% | 1.60 | 1.35 (adjusted for unusual items; SCB amortization excluded) | 39.3% |
| Free Cash Flow as % of Net Sales | 50% | 7.7% | 8.2% (adjusted for unusual items; tax deferral) | 117.4% |
| Total AIP Payout | — | — | — | 78.4% |
Program features: challenging goal setting using Monte Carlo analysis; 200% cap; no employment contracts; robust clawbacks (mandatory restatement and discretionary misconduct) .
Long-Term Incentive (LTI) structure and 2024 awards
- Mix: 50% RSUs (time-based; 3-year ratable vesting), 50% PSAs (3-year performance on cumulative Adjusted EBITDA and average Adjusted ROIC) .
- 2024 CEO total target equity grant value: $4,400,000 (up 15.8% YoY) .
- 2024 CEO RSU grant: 122,836 units (3/13/2024) .
- 2023–2025 is first standalone PSA cycle; first payout scheduled March 2026 .
- Converted Fortune Brands PSAs: 2022–2024 cycle achieved 82% (converted to time-based RSUs); CEO earned 76,658 shares at vest 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,604,259 shares (747,402 owned + 856,857 right to acquire within 60 days); 1.26% of outstanding; no shares pledged |
| Ownership Guidelines | CEO 5x base salary; executives must hold 50% of net shares until compliant; all NEOs in compliance as of proxy date |
| Hedging/Pledging | Prohibited by policy (alignment positive) |
| RSUs Unvested – Scheduled Vesting | 2025: 431,684; 2026: 98,326; 2027: 40,946 (potential selling pressure around vest for tax) |
| Options Outstanding (exercise price; expiry) | 287,600 @ $8.58 (2/24/2030); 79,498 @ $10.28 (12/7/2030); 177,063 @ $10.76 (2/22/2031); 115,616 ex/57,808 unex @ $10.75 (2/28/2032) |
| Options Vesting (future) | 57,808 options vesting in 2025 |
| In-the-money context | At 12/29/2024 stock price $14.44, these option strikes were in the money (indicative of realizable value) |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | None (at-will) |
| Severance (No CIC) | 24 months base pay + 2x target bonus; prorated AIP; benefits continuation; outplacement |
| Change-in-Control (Double Trigger) | 36 months base pay + 3x target bonus; equity vests (PSAs at target); benefits continuation; outplacement; no excise tax gross-ups |
| Restrictive Covenants | 12-month non-compete and non-solicit (outside 24 months after CIC) |
| Illustrative Potential Payments | Without Cause/For Good Reason: $11,809,850 total; After CIC: $21,143,323 total (as of 12/29/2024) |
Board Governance
- Role: Class I Director (term expiring 2026); not independent due to CEO role; no committee assignments .
- Board structure: independent Non-Executive Chair (David Petratis); all committees (Audit, Compensation, Nominating & Governance) fully independent; separation of Chair/CEO mitigates dual-role concerns .
- Attendance: In FY2024, Board held 10 meetings; all directors attended ≥75% of Board/committee meetings; directors encouraged to attend annual meeting .
Director Compensation
- CEO receives no additional compensation for director service at MasterBrand .
Compensation Structure Analysis
- Pay mix: At target, ~85% of CEO pay is at-risk; program balances EPS/FCF (annual) with 3-yr Adjusted EBITDA/ROIC (long-term) .
- Shift away from options: No options granted in 2024 and no plans to grant options; LTI delivered via RSUs/PSAs (lower risk than options) .
- Clawbacks: Mandatory (restatements) + Discretionary (misconduct) adopted; strengthens alignment .
- Hedging/pledging prohibited; robust stock ownership guidelines; high say-on-pay support (97% at 2024 meeting) .
- Peer group: 2024 changes removed Masonite and PGT (acquired), added Allegion and Armstrong World; program targeted at median market .
Performance & Track Record
- Company highlights during/around tenure: 2019–2024 net sales +$312M; adjusted EBITDA +> $114M; operating cash flow +$143M; FY2024 net income ~$126M; non-GAAP net debt/Adj. EBITDA 2.4x; acquisition of Supreme Cabinetry Brands in 2024 .
- Pay vs performance: Company-reported cumulative TSR metric shows $100 invested reached $165.00 at 2023 year-end and $160.44 at 2024 year-end (measurement start 12/14/2022); Net Income $125.9M and Adjusted EBITDA $363.6M in 2024 (PVP table) .
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 say-on-pay approval: 97% (strong support; no program changes made in response) .
Compensation Peer Group (Benchmarking)
- 2024 peers include 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; adjustments reflect M&A and size/industry fit .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; no employment contracts; no tax gross-ups; mandatory and discretionary clawbacks; no options repricing; prohibition on hedging/pledging; no related-party transactions disclosed .
- Watch: Large RSU vesting in 2025 (431,684 units) could create calendar-driven selling for tax liquidity; also ITM options could be exercised, though policy prohibits hedging/pledging .
Investment Implications
- Alignment: High at-risk mix, multi-year performance metrics (Adj. EBITDA/ROIC), clawbacks, and stock ownership/holding requirements indicate strong pay-for-performance alignment; no hedging/pledging and no employment agreements reduce governance risk .
- Retention/overhang: Elevated 2024 LTI (+15.8% YoY) and substantial unvested RSUs/PSAs support retention but may drive periodic selling at vest; options are in the money at FY2024 price, adding realizable value .
- Change-in-control economics: CEO CIC protections (3x bonus, 36 months salary, equity vesting at target) are sizable but standard for sector; double-trigger design limits windfalls absent termination .
- Governance: Independent Chair and fully independent committees mitigate CEO/director dual-role concerns; high say-on-pay support reduces near-term compensation controversy risk .