Robert Crisci
About Robert Crisci
Robert Crisci (age 49) has served as an independent director of MasterBrand, Inc. since 2022. He chairs the Audit Committee and serves on the Nominating & Governance Committee; the Board has designated him an “audit committee financial expert.” Externally, he is Chief Financial Officer of Lineage, Inc. (NASDAQ: LINE) and previously served as CFO of Roper Technologies (NASDAQ: ROP). He holds a B.A. in Economics from Princeton University and an M.B.A. from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies, Inc. (NASDAQ: ROP) | Chief Financial Officer | 2017–Jan 2023 | Public company CFO; prior VP Finance & IR leading FP&A and IR |
| Roper Technologies, Inc. | VP, Finance & Investor Relations | 2013–2017 | Led FP&A and IR; industrial markets focus |
| Morgan Keegan; VRA Partners; Devon Value Advisers; Deloitte & Touche | Various roles in banking/consulting/finance; Audit at Deloitte | Prior to 2013 | Financial analysis, investment banking, consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lineage, Inc. (NASDAQ: LINE) | Chief Financial Officer | 2023–present | Largest temperature-controlled warehouse REIT; ~485 facilities; completed $5.1B REIT IPO in July 2024 |
Board Governance
- Independence: The Board determined Mr. Crisci is independent of MasterBrand and management; he meets SEC/NYSE standards for Audit and Compensation committee independence .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert”; members include Crisci (Chair), Juliana Chugg, Catherine Courage, Patrick Shannon .
- Nominating & Governance Committee: Member; chaired by Jeffery Perry .
- Attendance and engagement:
- In FY2024 the Board held 10 meetings; Audit 8; Compensation 5; Nominating & Governance 4. Each director attended at least 75% of Board and committee meetings during their service period; all seven directors attended the 2024 annual meeting .
- Cybersecurity oversight: As Audit Chair, Crisci’s committee reviews IT, data privacy/protection, cybersecurity strategy, and incident response plans .
- Overboarding policy: Directors who are not full-time employees may serve on no more than three other public company boards; Audit Committee members may serve on no more than two other public company audit committees. All Directors were in compliance as of April 24, 2025 .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (all non-employee directors) | $100,000 | 2025 program |
| Audit Committee Chair Fee | $25,000 | 2025 program; applies to Crisci as Chair |
| N&G or Compensation Chair Fee | $20,000 | 2025 program (for committee chairs) |
| Board Chair Fee | $125,000 | 2025 program (for Non-Executive Chair) |
2024 actual director compensation (paid/earned):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Robert Crisci | 122,500 | 135,006 | 257,506 |
| Vesting/notes | RSUs generally vest one year after grant | ||
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (Non-Employee Director Equity Retainer) | 2024-06-05 | 8,344 | 135,006 | 1-year cliff | Standard program; directors may defer into DSUs |
| Annual RSU (Non-Employee Director Equity Retainer) | 2025-06-05 | 13,069 | — | 1-year cliff | Reported on Form 4 as award; program target is $135,000 equity retainer |
Program structure and policies:
- Annual Equity Retainer: $135,000 in RSUs vesting after one year; directors may defer all or a portion into DSUs .
- Clawbacks: Company maintains comprehensive clawback policies exceeding NYSE minimums .
- No option grants: Company granted no stock options in 2024 and has no plans to grant options in the future .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships listed for Mr. Crisci in the proxy |
Related-party and conflicts:
- The Board maintains a Conflicts of Interest Policy; proposed related-person transactions are reviewed by the Audit Committee. There were no transactions requiring disclosure under Item 404(a) of Regulation S‑K .
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Financial expertise | Designated “audit committee financial expert” by the Board |
| Public company CFO experience | CFO of Roper Technologies (2017–Jan 2023); CFO of Lineage, Inc. since 2023 |
| Capital markets and M&A | Investment banking/consulting roles at Morgan Keegan, VRA Partners, Devon Value Advisers |
| Education | B.A. Economics (Princeton); M.B.A. (Columbia Business School) |
Equity Ownership
Beneficial ownership as of April 11, 2025:
| Holder | Shares Beneficially Owned | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Robert Crisci | 58,091 | 8,344 | 66,435 | <1% | No shares pledged as security; 127,048,644 shares outstanding |
Stock ownership guidelines (directors):
- Requirement: 5x annual cash retainer; newly appointed directors have five years to meet; all directors are on track .
Insider trading activity (Form 4):
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-06-05 | 2025-06-09 | A – Award (RSU/Common) | 13,069 | 0.00 | 79,504 | |
| 2025-02-28 | 2025-03-04 | P – Open Market Purchase | 20,000 | 14.08 | 66,435 | |
| 2024-08-09 | 2024-08-13 | P – Open Market Purchase | 20,000 | 15.3863 | 46,435 | |
| 2024-06-05 | 2024-06-07 | A – Award (RSU/Common) | 8,344 | 16.18 | 26,435 |
Notes:
- Company policy prohibits hedging and pledging of Company stock .
- As of the April 11, 2025 ownership table, none of the reported shares were pledged as security .
Governance Assessment
- Board effectiveness and independence: Crisci enhances financial oversight as Audit Chair and an SEC-defined audit committee financial expert; he is independent and meets NYSE/SEC standards for committee service, supporting investor confidence in financial reporting and risk oversight .
- Engagement and attendance: Board and committee meeting cadence is robust (10 Board; 8 Audit in FY2024), with all directors meeting at least the 75% attendance threshold; as Chair, Crisci’s committee also oversees cybersecurity, a material enterprise risk area .
- Alignment and signals: Open-market purchases in 2024 and 2025 (total 40,000 shares) plus regular annual RSU awards indicate increasing skin-in-the-game; no pledging disclosed; directors must meet 5x cash retainer ownership within five years .
- Compensation structure: Director pay reflects market-standard cash retainer plus time-based RSUs; Audit Chair fee appropriately compensates added workload. Company maintains robust clawback policies and prohibits hedging/pledging—shareholder-friendly practices .
- Conflicts/red flags: No related-person transactions requiring disclosure; overboarding limits in place and in compliance. No red flags identified (no pledging, no hedging, no related-party exposure reported) .