UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant :  ☐

Check the appropriate box:

              520 Lake Cook Road, Deerfield, Illinois 60015

NOTICE OF ANNUAL MEETING

AND PROXY STATEMENT

March 22, 2021

Dear Fellow Stockholders:

We are pleased to invite you to the 2021 Annual Meeting of Stockholders (“Annual Meeting”) of Fortune Brands Home & Security, Inc. on Tuesday, May 4, 2021 at 8:00 a.m. (CDT). Due to the public health impact of the coronavirus (COVID-19) pandemic, the Annual Meeting will be conducted exclusively online by virtual webcast at www.virtualshareholdermeeting.com/FBHS2021. The following matters will be considered at the Annual Meeting:

such other business as may properly come before the Annual Meeting.

Stockholders of record at the close of business on March 5, 2021, the record date for the Annual Meeting, are entitled to vote. For information about attending our Annual Meeting online and for voting instructions, please see pages 52-56.

YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE.

This Notice of Annual Meeting and Proxy Statement and accompanying proxy are first being distributed on or about March 22, 2021.

Important Notice Regarding the Availability of Proxy Materials

for the 2021 Annual Meeting of Stockholders to be Held on Tuesday, May 4, 2021.

This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“Form 10-K”) are available at www.proxyvote.com.

Annual Meeting Information

Time and Date

Virtual Location

Record Date

Tuesday, May 4, 2021 at 8:00 a.m. (CDT)

www.virtualshareholdermeeting.com/FBHS2021

March 5, 2021

Agenda and Voting Recommendations

This Proxy Summary highlights selected information in this Proxy Statement and does not contain all of the information that you should consider in deciding how to vote. Please read the complete Proxy Statement carefully before voting. The following table summarizes the items that will be voted on at our Annual Meeting of Stockholders, along with the Board’s voting recommendations.

See pages 52-56 for instructions on how to vote your shares.

2020 BUSINESS HIGHLIGHTS

Impact of COVID-19 on our 2020 Business

In March 2020, the World Health Organization declared a global pandemic related to the novel coronavirus (“COVID-19” or the “pandemic”). Fortune Brands, like many other companies, faced unprecedented operational, financial and safety challenges.

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In the first half of the year, we saw some reductions in demand, short-term closures of some of our facilities and increased inefficiencies at some of our plants and within parts of our supply chain due to the pandemic. Due to the proactive measures taken by our management teams throughout our organization, Fortune Brands was able to:

We believe that the pandemic put renewed focus on the home, creating an increased consumer interest in investing in their homes and accelerated trends that we were experiencing prior to the pandemic, such as the shift towards value-priced cabinetry products and a focus on outdoor living. We saw increased volume, improved efficiencies and sales during the second half of the year.

Due to our safety practices, a stronger than expected home products market and the actions taken by our executive team to permanently reduce expenses and improve productivity across our businesses, we saw a material year-over-year improvement in sales and profits during 2020. We continue to believe that an improved market and actions taken by the Company to reduce costs and drive efficiencies, will enable us to compete effectively throughout the duration and after the COVID-19 pandemic.

BOARD OF DIRECTORS

Board Refreshment

In anticipation of Mr. Klein’s retirement from the Board, Amit Banati and Jeffery Perry were added to our Board in 2020.

Successful Leadership Transition

In January 2020, Nicholas Fink became our new Chief Executive Officer (“CEO”) following Christopher Klein’s decision to retire after 8 years as the Company’s CEO. To ensure a smooth and successful transition, Mr. Klein served as Executive Chairman of the Board of Directors through the end of 2020. On December 31, 2020, Mr. Klein resigned as Executive Chairman and as a member of the Board and the Board appointed Susan S. Kilsby as the non-executive Chairman of the Board.

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Mr. Fink’s appointment was the result of our Board’s active engagement in a thoughtful and comprehensive multi-year succession planning process to identify and develop talented internal candidates. Our Board determined that Mr. Fink’s leadership with industry-leading consumer brands and his proven track record of driving continued growth and efficiency in our businesses, as well as his deep understanding of our markets, uniquely positioned him to lead our Company’s next phase of growth.

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board is committed to maintaining a strong corporate governance program designed to promote the long-term interests of our shareholders and strengthen Board and management accountability. As a company, we’re committed to core values that include integrity and accountability. These practices are reflected in our corporate governance policies, which are described in more detail on pages 12-19 of the Proxy Statement and highlighted below:

In early 2021, the Board adopted a by-law amendment providing stockholders with proxy access. This amendment allows stockholders who own 3% of our shares for 3 years to nominate the greater of 2 directors or 20% of board after meeting certain requirements. This action demonstrates the Board’s commitment to maintaining a strong corporate governance program.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

During a challenging year, we continued to focus on elevating our ESG programs and initiatives with oversight by the Board’s Nominating, Environmental, Social and Governance Committee (the “NESG” or “NESG Committee”):

Social and environmental issues are important to our stockholders and the success of our business. Below are some examples of how we prioritize these issues:

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For more information about our ESG efforts, please view our latest ESG Report available at www.fbhs.com/global-citizenship/esg.

COMPENSATION HIGHLIGHTS

PAY FOR PERFORMANCE Our executive compensation program is designed to reward NEOs for the achievement of both strategic and operational goals that lead to the creation of long-term stockholder value. The vast majority of each NEO’s annual target compensation is at-risk because compensation paid to our NEOs is dependent upon Company performance and/or stock price. In 2020:

		SAY ON PAY The Compensation Committee and Board value the input of our stockholders. The Compensation Committee recognized that the 92.9% approval of the 2020 Say on Pay vote reflects our shareholders’ support for the Company’s executive compensation program.   COMPENSATION PRACTICES The Compensation Discussion & Analysis (CD&A) section beginning on page 22 includes additional detail on the following compensation highlights:

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Summary of Qualification of Directors

The Board believes that all directors must possess a considerable amount of education and business management experience. The Board also believes that it is necessary for each of the Company’s directors to possess certain general qualities, while there are other skills and experiences that should be represented on the Board as a whole, but not necessarily by each individual director. General qualities we look for in all directors:

Specific qualifications, experience, skills and expertise to be represented by members of the Board:

Election of Directors

The Board currently consists of ten members and is divided into three classes, each having three year terms that expire in successive years. Mr. Banati was appointed by the Board to serve as a Class II Director effective in September 2020 and Mr. Perry was elected by the Board to serve as a Class I Director effective in December 2020. The term of each director currently serving in Class I, Ms. Ann Fritz Hackett and Messrs. John G. Morikis, Jeffery S. Perry and Ronald V. Waters, III, expires at the 2021 Annual Meeting of Stockholders. The Board has nominated Ms. Hackett and Messrs. Morikis, Perry and Waters for a new term of three years expiring at the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Each of the nominees has consented to be named as a nominee and to serve as a director, if elected. If any of them should become unavailable to serve as a director (which is not now expected), the Board may designate a substitute nominee. In that case, the persons named in the enclosed proxy card will vote for the substitute nominee designated by the Board. Shares cannot be voted for more than the number of nominees proposed for re-election.

The names of the nominees and the current Class II and Class III directors, along with their present positions, their principal occupations and employment during the last five years, any directorships held with other public companies during the past five years, their ages and the year first elected as a director of the Company, are set forth below. Each director’s individual qualifications and experiences that contribute to the Board’s effectiveness as a whole are also described in the following paragraphs.

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Fortune Brands is committed to maintaining strong corporate governance practices that are good for our stockholders and our business. We are dedicated to maintaining these practices and upholding high standards of conduct.

Corporate Governance Principles

The Board adopted a set of Corporate Governance Principles which describe our corporate governance practices and address corporate governance issues such as Board composition and responsibilities, Board meeting procedures, the establishment of Board committees, management succession planning process and review of risks. The Corporate Governance Principles are available at https://ir.fbhs.com/governing-high-standards.

Director Independence

Applying that definition, Messrs. Banati, Finan, Mackay, Morikis, Perry, Thomas, Waters and Mses. Hackett and Kilsby were affirmatively determined by the Board to be independent. Due to Mr. Fink’s employment with the Company, he is not considered independent. In addition, Christopher Klein, who served as Executive Chairman of the Board during 2020, was not considered independent due to his employment with the Company.

None of the non-employee directors has any material relationship with the Company other than being a director and stockholder. Also, none of the non-employee directors have participated in any transaction or arrangement that interferes with such director’s independence.

Policies with Respect to Transactions with Related Persons

The Board adopted a Code of Business Conduct and Ethics which sets forth various policies and procedures intended to promote the ethical behavior of all of the Company’s employees, officers and directors (the “Code of Conduct”). The Board has established a Compliance Committee (comprised of management) which is responsible for administering and monitoring compliance with the Code of Conduct. The Compliance Committee periodically reports on the Company’s compliance efforts to the Audit Committee and the Board.

The Board has also established a Conflicts of Interest Committee (comprised of management) which is responsible for administering, interpreting and applying the Company’s Conflicts of Interest Policy, which describes the types of relationships that may constitute a conflict of interest with the Company. Under the Conflicts of Interest Policy, directors and executive officers are responsible for reporting any potential related person transaction (as defined in Item 404 of Regulation S-K) to the Conflicts of Interest Committee in advance of commencing a potential transaction. The Conflicts of Interest Committee will present to the Audit Committee any potential related party transaction. The Audit Committee will evaluate the transaction, determine whether the interest of the related person is material and approve or ratify, as the case may be, the transaction. In addition, the Company’s executive officers and directors annually complete a questionnaire on which they are required to disclose any related person transactions and potential conflicts of interest. The General Counsel reviews the responses to the questionnaires and, if a related person transaction is reported by a director or executive officer, submits the transaction for review by the Audit Committee. The Conflicts of Interest Committee also reviews potential conflicts of interest and reports findings involving any director of the Company to the NESG Committee.

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The NESG Committee will review any potential conflict of interest involving a member of the Board to determine whether such potential conflict would affect that director’s independence.

Certain Relationships and Related Transactions

Since January 1, 2020, the Company did not participate in any transactions in which any of its directors, executive officers, any immediate family member of a director or executive officer or any beneficial owner of more than 5% of the Company’s common stock had a direct or indirect material interest.

Anti-Hedging and Anti-Pledging Policy

The Company has a policy prohibiting directors and executives from hedging or pledging Company stock, including Company stock held indirectly, and from engaging in any derivative transactions designed to offset the decrease or increase in the market value of the Company’s stock.

Director Nomination Process

The NESG Committee is responsible for, among other things, screening potential director candidates, recommending qualified candidates to the Board for nomination and assessing director independence.

When identifying director candidates, the NESG Committee determines whether there are any evolving needs that require an expert in a particular field or other specific skills or experiences. When evaluating director candidates, the NESG Committee first considers a candidate’s management experience and then considers issues of judgment, background, stature, conflicts of interest, integrity, ethics and commitment to the goal of maximizing stockholder value. The NESG Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. In considering candidates for the Board, the NESG Committee considers the entirety of each candidate’s credentials in the context of these standards.

Following a multi-year comprehensive succession planning process, Mr. Fink was appointed as the Chief Executive Officer, as well as a Class III member of the Board of Directors effective in January 2020. During 2020, the NESG Committee retained a search firm to assist the Board in finding qualified candidates for new members of the Board. Mr. Banati was a candidate identified through this search and the Board appointed him as a Class II member of the Board of Directors effective September 2020. Mr. Perry was recommended as a potential candidate to join the Board by Mr. Fink. Mr. Perry was appointed as a Class I member of the Board of Directors in December 2020.

With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are considered. For the purpose of this Annual Meeting, the NESG Committee recommended the nomination of Ms. Hackett and Messrs. Morikis, Perry and Waters as Class I directors.

In connection with future director elections, or at any time there is a vacancy on the Board, the NESG Committee may retain a third-party search firm to assist in locating qualified candidates that meet the needs of the Board at that time.

It is the NESG Committee’s policy to consider director candidates recommended by stockholders, if such recommendations are properly submitted to the Company. Stockholders that wish to recommend an individual as a director candidate for consideration by the NESG Committee can do so by writing to the Secretary of Fortune Brands at 520 Lake Cook Road, Deerfield, Illinois 60015. Recommendations must include the proposed nominee’s name, biographical data and qualifications, as well as other information that would be required if the stockholder were actually nominating the recommended candidate pursuant to the procedures for such nominations provided in our Bylaws. The NESG Committee will consider the candidate and the candidate’s qualifications in the same manner in which it evaluates nominees identified by the NESG Committee. The NESG Committee may contact the

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stockholder making the nomination to discuss the qualifications of the candidate and the stockholder’s reasons for making the nomination. Members of the NESG Committee may then interview the candidate if the committee deems the candidate to be appropriate. The NESG Committee may use the services of a third-party search firm to provide additional information about the candidate prior to making a recommendation to the Board.

The nomination process is designed to ensure that the NESG Committee fulfills its responsibility to recommend candidates that are properly qualified to serve the Company for the benefit of all of its stockholders, consistent with the standards established under the Company’s Corporate Governance Principles.

Communication with the Board

The Board and management encourage communication from the Company’s stockholders. Stockholders who wish to communicate with the Company’s management should direct their communication to the Chief Executive Officer or the Secretary of Fortune Brands at 520 Lake Cook Road, Deerfield, Illinois 60015. Stockholders, or other interested parties, who wish to communicate with the non-management directors or any individual director should direct their communication c/o the Secretary at the address above. The Secretary will forward communications intended for the Board to the Chairman of the Board, or, if intended for an individual director, to that director. If multiple communications are received on a similar topic, the Secretary may, in his or her discretion, forward only representative correspondence. Any communications that are abusive, in bad taste or present safety or security concerns may be handled differently.

Board Leadership Structure

To support an effective succession and transition of the Chief Executive Officer role to Mr. Fink during 2020, the Board determined that the appropriate Board leadership structure was for Mr. Klein, former Chief Executive Officer, to serve as Executive Chairman. We believe that this structure was appropriate for the Company to provide interim support to Mr. Fink during this time of transition.

Beginning in 2021, the Board determined that having an independent director serve as Chairman of the Board is in the best interests of our stockholders at this time. Following Mr. Klein’s retirement as Executive Chairman and as a member of the Board, Susan Kilsby was appointed to serve as the Company’s independent, non-executive Chair. This leadership structure aids the Board’s oversight of management and allows our Chief Executive Officer to focus primarily on his management responsibilities. The non-executive Chair has the responsibility of presiding at all meetings of the Board, consulting with the Chief Executive Officer on Board meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the Chief Executive Officer and advising him or her on the efficiency of the Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Company’s Corporate Governance Principles. In addition, the Company’s non-executive Chair facilitates the Board’s annual performance assessment of the Chief Executive Officer.

The Board does not believe that a single leadership structure is right at all times, so the Board periodically reviews its leadership structure to determine, based on the circumstances at the time, whether other leadership structures might be appropriate for the Company. The Board has been and remains committed to maintaining strong corporate governance and appropriate independent oversight of management.

Executive Sessions

Pursuant to the Company’s Corporate Governance Principles, non-management directors of the Board are required to meet on a regularly scheduled basis without the presence of management and are led by the Non-Executive Chairman or Lead Independent Director. During 2020, the Lead Director led these sessions. In addition, Board Committees also meet regularly in executive session without the presence of management.

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Risk Management

The responsibility for the day-to-day management of risks lies with the Company’s management team; however, the Board has an active role, as a whole and also at the committee level, in overseeing the strategy and process for managing the Company’s risks. The Board regularly reviews information regarding the Company’s business strategy, leadership development, resource allocation, succession planning, credit, liquidity and operations, as well as the risks associated with each. The Company’s overall risk management program consists of periodic management discussions analyzing and mitigating risks, an annual review of risks associated with each of the Company’s operating businesses and an annual review of risks related to the Company’s compensation programs and practices.

Annually, management identifies both external risks (i.e., economic) and internal risks (i.e., strategic, operational, financial and compliance), assesses the impact of these risks and determines how to mitigate such risks. The Audit Committee manages the Company’s risk management program and reviews the results of the annual assessment. Management also provides the Audit Committee with quarterly updates on the Company’s risks, which includes an update on cybersecurity related risks. In addition, the Audit Committee oversees management of the Company’s financial risks. In particular, the Company has a comprehensive enterprise-wide cybersecurity program aligned to NIST Cybersecurity Framework (CSF) industry standard and maintains security risk insurance coverage to defray the costs of potential information security breaches. The Company conducts automated online training twice a year for its employees and mock phishing campaigns on a regular basis throughout the year. The Company’s cybersecurity team provides regular updates to our senior executives and at least twice a year to the Audit Committee on the status of the Company’s security posture and our efforts to identify and mitigate cybersecurity risks.

The Compensation Committee is responsible for overseeing the management of risks relating to the compensation paid to the Company’s executives and the Company’s compensation plans. Annually, the Compensation Committee’s independent compensation consultant conducts an assessment of the risks associated with the Company’s executive compensation policies and practices. The compensation consultant conducts a more extensive review of all of the Company’s broad-based compensation incentive arrangements every few years. In 2020, the compensation consultant conducted the broader review of all compensation arrangements. For more information about that assessment see “Compensation Risks” below.

The NESG Committee manages risks associated with the independence of the Board, potential conflicts of interest of Board members, and the Company’s corporate governance structure. In addition, the NESG Committee oversees the Company’s ESG programs and initiatives, which include the Company’s environmental, health and safety, diversity and inclusion, philanthropy, global citizenship and other social and governance programs and policies.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about all of the risks described above. The Board’s assignment of responsibility for the oversight of specific risks to its committees enables the entire Board, under the leadership of the Chair and the Chief Executive Officer, to better monitor the risks of the Company and more effectively develop strategic direction, taking into account the magnitude of the various risks facing the Company.

Compensation Risks

The Compensation Committee’s compensation consultant conducts an annual assessment of the risks associated with the compensation policies and practices used to compensate the Company’s executives and reports on the assessment to the Compensation Committee. In 2020, the Company’s compensation consultant analyzed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and whether incentive designs include appropriate risk-mitigation provisions. After reviewing the compensation consultant’s analysis, the Compensation Committee concluded that none of the Company’s executive compensation arrangements encourage excessive risk taking and are consistent with the structure and

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design of other companies of similar size and industry sector. The Company utilizes the following risk-mitigating design features:

As described in our Compensation Discussion and Analysis, compensation decisions are made using a combination of objective and subjective considerations designed to mitigate excessive risk taking by executives.

Meeting Attendance

Each director attended more than 75% of the total meetings of the Board and committees of the Board of which the director was a member during 2020. The Board and its committees held the following number of meetings during 2020:

Pursuant to the Company’s Corporate Governance Principles, all directors are encouraged to attend the Annual Meeting of Shareholders. Due to local restrictions imposed due to the spread of COVID-19, our 2020 Annual Shareholder Meeting was held virtually, which all of the directors attended.

Board Committees

The Board established an Audit Committee, a Compensation Committee, an Executive Committee and a NESG Committee. A list of current Committee memberships may be found on the Company’s website at https://ir.fbhs.com/committees-and-charters. The Committee memberships as of the date of this Proxy Statement are set forth below:

 An “X” indicates membership on the committee.

 A “C” indicates that the director serves as the chair of the committee.

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Audit Committee

The Audit Committee’s primary function is to assist the Board in overseeing the (i) integrity of the Company’s financial statements, the financial reporting process and the Company’s system of internal controls; (ii) Company’s compliance with legal and regulatory requirements; (iii) independence and qualifications of the Company’s external auditors; (iv) performance of the Company’s external and internal auditors; and (v) the Company’s enterprise risk management program, which includes oversight of cybersecurity related risks.

Each member of the Audit Committee (Messrs. Banati, Mackay, Morikis, Perry, Thomas and Waters), is financially literate. In addition, Messrs. Banati, Mackay, Perry, Thomas and Waters each have accounting or financial management expertise and is an audit committee financial expert as defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K under the Exchange Act. As required by its charter, each Audit Committee member has also been determined by our Board to be independent as such term is defined in the Exchange Act and the New York Stock Exchange Listed Company Manual.

Compensation Committee

The Compensation Committee’s primary function is to assist the Board in attracting and retaining high quality leadership by (i) developing and critically reviewing the Company’s executive compensation program design and pay philosophy; and (ii) setting the compensation of the Company’s executive officers, which includes the presidents of the Company’s principal business segments, in a manner that is consistent with competitive practices and Company, business segment and individual performance.

As required by its charter, each member of the Compensation Committee (Messrs. Banati, Finan, Mackay and Morikis and Mses. Hackett and Kilsby) has been determined by our Board to be independent as such term is defined in the Exchange Act and the New York Stock Exchange Listed Company Manual.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has (i) served as one of the Company’s officers or employees, or (ii) had a relationship requiring disclosure under Item 404 of Regulation S-K.

Compensation Committee Procedures

The Compensation Committee directs management to prepare financial data to be used by the Compensation Committee in determining executive compensation. In addition, members of the Company’s human resources department assist in the preparation of executive compensation tally sheets and historical information describing compensation paid to executives, program design and plan provisions and the Compensation Committee’s independent consultant provides market data for use in determining executive compensation. The Compensation Committee is presented with recommendations from management and from the Committee’s independent compensation consultant as to the level and type of compensation and related program designs provided to the Company’s executive officers. Members of the Company’s legal department provide the Compensation Committee with general advice on laws applicable to executive compensation.

The Chief Executive Officer attends meetings of the Compensation Committee, except for portions of meetings where his performance or compensation is being discussed. The Chief Executive Officer’s feedback on each officer’s performance is essential in the Compensation Committee’s determination of the officer’s salary, target annual incentive and long-term equity compensation determinations. See pages 22-35 of this Proxy Statement for more information about how the Compensation Committee determined the executive officers’ compensation in 2020.

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Compensation Committee Consultant

The Compensation Committee engages an outside compensation consultant. Meridian Compensation Partners (“Meridian”) and Willis Towers Watson (“WTW”) each served as the Compensation Committee consultant for a portion of 2020. Meridian served as the Compensation Committee’s consultant since the Company was formed in 2011 through February 2020. After thoughtful consideration and interviews with Meridian and other compensation consulting firms, the Compensation Committee decided to change its consultant. In March 2020 the Compensation Committee engaged WTW as its compensation consultant. At the time that the Committee engaged WTW, it determined that other services provided to the Company did not create a conflict of interest and that WTW is independent. In 2020, WTW received fees of approximately $336,027 for executive compensation related services provided to the Compensation Committee. WTW also provided certain human capital, benefits and corporate risk and brokering services to the Company for which WTW received approximately $705,030. The Compensation Committee did not review or approve these additional services provided by WTW to the Company because they are of the type directly secured by management in the ordinary course of business.

Both Meridian and WTW reported directly to the Compensation Committee and provided the following services and information to the Compensation Committee:

Executive Committee

The Executive Committee has all the authority of the full Board, except for specific powers that are required by law to be exercised by the full Board. The Executive Committee may not amend the Company’s charter, adopt an agreement of merger, recommend actions for stockholder approval, amend or repeal the Bylaws, elect or appoint any director or remove an officer or director, amend or repeal any resolutions of the Board, fix the Board’s compensation, and unless expressly authorized by the Board, declare a dividend, authorize the issuance of stock or adopt a certificate of merger.

Nominating, Environmental, Social and Governance Committee

In February 2020 the Nominating & Corporate Governance Committee refreshed its charter to clarify the committee’s oversight role in the Company’s ESG initiatives and changed its name to the Nominating, Environmental, Social and Governance Committee (the “NESG Committee”). The NESG Committee’s primary functions are to (i) provide recommendations to the Board with respect to the organization and function of the Board and its committees; (ii) recruit, identify and recommend potential director candidates and nominees; (iii) review the qualifications and independence of directors and provide recommendations to the Board regarding composition of the committees; (iv) develop and recommend changes to the Company’s corporate governance

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framework including the Company’s corporate governance principles; (v) oversee the process of the evaluation of the Board and management; and (vi) oversee the Company’s environmental, social and governance programs, policies and related risks. The NESG Committee also makes recommendations to the Board regarding the level and composition of compensation for non-employee directors and grants annual equity awards to non-employee directors.

As required by its charter, each member of the NESG Committee (Messrs. Finan, Perry, Thomas and Waters and Mses. Hackett and Kilsby) has been determined by our Board to be independent as such term is defined in the Exchange Act and the New York Stock Exchange Listed Company Manual.

Other Corporate Governance Resources   The Company’s Corporate Governance Principles, the Company’s Code of Business Conduct and Ethics and the Company’s Code of Ethics for Senior Financial
Officers are available on the Company’s website at https://ir.fbhs.com/governing-high-standards. The charters of each committee are also available on the Company’s website at https://ir.fbhs.com/committees-and-charters. A copy of our ESG report is also available on the Company’s website at https://fbhs.com/global-citizenship/esg.

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Fortune Brands is committed to attracting and retaining qualified and experienced directors to contribute to the Board’s effectiveness and the Company’s goal of maximizing stockholder value. To accomplish this, the Company maintains a non-employee director compensation program that consists of cash retainers and Company stock. Below is a description of the 2020 non-employee director compensation program.

Cash Retainers

During 2020, the annual cash retainer for services as a non-employee director of the Company was $90,000. The members of the Audit Committee (Messrs. Banati, Mackay, Morikis, Thomas and Waters) and the Compensation Committee (Mses. Hackett and Kilsby and Messrs. Banati, Finan, Mackay and Morikis) received an additional annual cash fee of $7,500 for their service on each of these committees. In addition, the chairperson of each of the Audit, Compensation and NESG Committees received an additional annual cash fee of $15,000 for such service (Mr. Waters, Ms. Hackett and Mr. Thomas, respectively). Mr. Thomas received an additional annual cash retainer of $50,000 for his service as Lead Independent Director of the Board during 2020. Directors may elect to receive payment of their cash retainers in Company stock rather than cash.

Beginning in 2021 and after analyzing director compensation and receiving input from WTW, the Board approved an annual retainer for the non-executive Chair of $200,000, the addition of an annual cash fee of $7,500 for members of the Board serving on the NESG Committee and an increase in the annual cash retainer to $100,000.

Stock Awards

In April 2020, each non-employee director received an annual stock grant that was based on a set dollar value of $135,000. The number of shares granted was determined by dividing the dollar value of the annual stock grant ($135,000) by the closing price of the Company’s stock on the grant date ($46.82), rounded to the nearest share. Accordingly, 2,883 shares of Company stock were granted to each of the non-employee directors. The Board approved an increase in the dollar value of the 2021 annual stock grant to $145,000. Directors may elect to defer receipt of their annual stock awards until the January following the year in which the individual ceases serving as a director of the Company.

Director Stock Ownership Guidelines

To further align the Board’s interests with those of our stockholders, the Board maintains Stock Ownership Guidelines for non-employee directors. The guidelines encourage non-employee directors to own Company stock with a fair market value equal to five times the annual cash fee ($500,000 based on the 2021 annual fee of $100,000). The guidelines allow directors five years from the date of the director’s election to the Board to meet the guidelines. All of our directors currently meet the multiple or fall within the five year time period allowed to meet the multiple under the Stock Ownership Guidelines. For information about the beneficial ownership of the Company’s securities held by directors and executive officers, see “Certain Information Regarding Security Holdings” on pages 50-51.

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* Although Messrs. Fink and Klein served as members of the Board during 2020, they did not receive any additional compensation for such service. Mr. Banati joined the Board in September 2020 and Mr. Perry joined the Board in December 2020. Mr. Klein retired from the Board effective December 31, 2020.

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This Compensation Discussion and Analysis (“CD&A”) describes the Fortune Brands’ executive compensation program and explains how the Compensation Committee made compensation decisions for the following Named Executive Officers (the “NEOs”) in 2020:

Nicholas I. Fink		Christopher J. Klein		Patrick D. Hallinan		R. David Banyard, Jr.		Cheri M. Phyfer		Brett E. Finley
Chief Executive Officer		Executive Chairman & Former Chief Executive Officer		Senior Vice President & Chief Financial Officer		President Cabinets		President Global Plumbing Group		President Outdoors & Security

This CD&A is divided into the following sections:

EXECUTIVE SUMMARY¹

Leadership Succession Planning

Every year the Board reviews executive succession, including the succession of the CEO. The Compensation Committee and the Board have spent a significant amount of time working on a CEO succession plan over the past several years. With Mr. Klein’s decision to retire as Chief Executive Officer in January 2020, the Board chose Mr. Fink to succeed him. At the same time, the Board evaluated the Company’s leadership structure and decided that Mr. Klein would be appointed Executive Chairman of the Company and Mr. Thomas would transition from non-executive Chairman to Lead Director. On December 31, 2020, Mr. Klein retired as Executive Chairman and as a member of the Board and the Board appointed Susan S. Kilsby as the new non-executive Chair of the Board.

Business and Financial Highlights

As the new CEO at the beginning of 2020, Mr. Fink introduced several strategic initiatives to continue driving growth and profitability for the Company. Despite the pandemic, the Company was able to execute on key strategies, while at the same time managing the impact of COVID-19 and keeping our employees safe. The agility demonstrated by the management team in light of the pandemic allowed the Company to deliver above market performance for shareholders while funding incremental investments to set the Company up for future success. We believe that the actions taken by the leadership team in 2020 have positioned the Company to continue to grow and create long-term value for our stockholders. See our Proxy Summary on page 1 and our COVID-19 Safety disclosures in our Annual Report on Form 10-K for more information about those actions. The Company continued to successfully operate its businesses during the pandemic, took significant actions to keep our employees safe,

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permanently reduced expenses, improved efficiency and grew sales and profits in 2020. The following graphics highlight our 2020 growth and performance on key Company metrics used in our incentive program over the last five (5) years:

2020 Compensation Highlights

The Company’s compensation programs and practices are designed to pay for performance and to align management’s interests with those of the Company’s stockholders while attracting, motivating and retaining superior talent to lead our Company. The Compensation Committee believes that our compensation program incentivizes high performance by providing a significant amount of compensation as equity, utilizing both short-term and long-term incentives tied to Company performance and balancing fixed (base salary) and variable (annual cash incentive and equity) compensation. Our incentive compensation programs are designed to align the pay of our executives with the value the executives deliver to our shareholders. Although COVID-19 presented a significant challenge to our business, the Compensation Committee did not make any adjustments to the performance metrics associated with our executive incentive plans (annual cash incentive or performance share awards) to account for the impact of COVID, relying solely on the metrics established prior to the Pandemic.

2020 was an extraordinary year for the Company given the CEO transition, acceleration of strategic priorities and COVID-19 pandemic. As shown in the charts above, our financial performance was excellent with Net Sales increasing 6% and Operating Income (before charges/gains) increasing 12%. These financial results were reflected in a significant increase in our stock price compared to our peers and the S&P 500. The Company’s one-year total shareholder return (including dividend reinvestment) was 33% as compared to the S&P 500 at 18% and our Peer Group at 21%. To reward our NEOs for this success in light of the challenges the Company faced as a result of COVID-19, the Compensation Committee granted 2020 outperformance equity awards, 50% of the award value in the form of restricted stock units and 50% of the award value in the form of stock options, to our NEOs (excluding Mr. Klein). For further details about these 2020 outperformance awards see pages 31-33.

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2020 NEO Annual Total Target Compensation

The following chart summarizes annual total target compensation awarded to each NEO in 2020:

RESULTS OF THE 2020 SAY ON PAY VOTE

The Compensation Committee and Board value the input of our stockholders. 92.9% of the votes cast at our 2020 Annual Shareholder Meeting were in support of the Company’s executive compensation program. The Compensation Committee interpreted the high level of support as endorsement of the Company’s executive compensation program and did not make any changes to the Company’s executive compensation program in response to the 2020 Say on Pay vote.

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PHILOSOPHY AND PROCESS FOR AWARDING NEO COMPENSATION

Philosophy of the Executive Compensation Program

Our executive compensation program is designed to reward NEOs for the achievement of both short-term and long-term strategic and operational goals that lead to the creation of long-term stockholder value. The executive compensation program is designed to:

Compensation Peer Group and Market Data

The Compensation Committee uses compensation data from a group of similarly sized peer companies to evaluate our compensation arrangements (the “Peer Group”). With the help of the Compensation Committee’s consultant, each year the Committee reviews the Peer Group and decides whether any changes should be made. As recommended by Meridian (the Committee’s compensation consultant at the time), the Compensation Committee decided not to change the Peer Group for 2020. The 2020 Peer Group consisted of the following companies:

2020 Peer Group
• Allegion plc		• JELD-WEN Holding, Inc.		• Parker-Hannifin Corp.
• A.O. Smith Corporation		• Leggett & Platt, Incorporated		• Pentair plc
• Ball Corp.		• Lennox International Inc.		• RPM International Inc.
• Borgwarner Inc.		• Masco Corporation		• The Sherwin-Williams Company
• Dover Corp.		• Mohawk Industries, Inc.		• Snap-On Inc.
• Ingersoll-Rand Plc		• Newell Brands Inc.		• Stanley Black & Decker, Inc.
		• Owens Corning Inc.		• Whirlpool Corporation
FORTUNE BRANDS vs. PEER GROUP (1)
(1)  Reflects the fiscal year-end results as of December 31, 2019.

Meridian provided the Compensation Committee with market data to use in setting each element of compensation of the NEOs for 2020. This market data primarily consisted of peer group data received from Aon, supplemented with revenue size adjusted general industry data and proxy data.

The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company performance, peer compensation levels, experience and impact of individual executives, and individual performance. In determining executive compensation, the Compensation Committee considers all forms of compensation and uses tools – such as tally sheets and market data – to review the value delivered by each component of compensation. When evaluating total target compensation, the Compensation Committee generally strives to set NEO compensation around the 50^th percentile of the market data. The Compensation Committee may, however, determine that it is appropriate for total target compensation or any particular element of compensation to exceed or fall below the 50th percentile of the market data for an NEO. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position, retention considerations, an individual’s performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity.

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Evaluating NEO Performance

At the end of 2020, the Compensation Committee, in conjunction with the Lead Director and other non-management members of the Board, conducted a formal evaluation of the Company’s CEO to analyze his performance against strategic, financial and operational goals established at the beginning of the year. Following the annual performance review, the Compensation Committee sets the CEO’s annual total target compensation after reviewing recommendations and market data from the compensation consultant. The CEO reviews and evaluates each of the other NEOs performance against strategic, financial and operational goals established at the beginning of the year and then presents his evaluations to the Compensation Committee. The Compensation Committee reviews the CEO’s recommendations and market data from the compensation consultant and then independently sets each of the other NEO’s annual total target compensation.

Maintaining Best Practices

The Compensation Committee maintains policies to protect the interests of our stockholders and follow best practices in corporate governance. The chart below summarizes these policies.

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TYPES AND AMOUNTS OF NEO COMPENSATION AWARDED IN 2020

Pay-at-Risk Compensation²

As part of 2020 annual target compensation, the Company provided both fixed (base salary) and variable (annual bonus, PSAs, RSUs and stock options) compensation to the NEOs. The vast majority of annual target compensation is at risk because the compensation that is actually paid is dependent upon the Company’s performance or stock price. As a result, the amount of compensation actually paid to an NEO may significantly vary from the NEO’s target compensation.

The following charts show each element of 2020 annual target compensation, including the mix of short-term and long-term incentives, as well as the amount of pay-at-risk for the CEO and the average for the other NEOs. These charts illustrate annual target compensation and do not include any retention or 2020 outperformance awards granted to the NEOs during 2020.

As shown in the charts above, a significant portion of the compensation granted to our NEOS was equity and pay-at-risk. Equity grants represented 69.2% of Mr. Fink’s annual total target compensation and 58.4% (on average) of the other NEOs’ annual total target compensation. 86.3% of Mr. Fink’s annual total target compensation was pay-at-risk and 76.4% (on average) of the other NEOs’ annual total target compensation was pay-at-risk.

2020 Compensation

Base Salary

Base salaries provide a fixed level of cash compensation and are paid in order to attract and retain our NEOs. The Compensation Committee sets each NEO’s base salary to be appropriate and commensurate with the NEO’s position, experience and performance.

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For 2020, the Compensation Committee increased the annual base salaries for each NEO (other than Messrs. Klein and Banyard) to better align with competitive market data and in recognition of each individual’s prior year performance, or to reflect a change in position. When Mr. Fink was promoted from Chief Operating Officer to Chief Executive Officer in January 2020, he received an increase to his base salary to bring his base salary in line with his new position as CEO. In addition, Ms. Phyfer’s base salary was increased to reflect her performance as President of the Global Plumbing Group in 2019. Since Mr. Banyard joined the Company in November 2019 his base salary was not increased in 2020. Mr. Klein’s base salary decreased in January 2020 to bring his base salary in line with market data for his new role as Executive Chair. Below are the 2020 and 2019 annual base salaries for each NEO:

Annual Cash Incentive

The Compensation Committee believes that annual cash incentive awards (“bonus”) reinforce a pay for performance culture because the payment is based on the Company’s financial and operational results. Each year, the Compensation Committee sets a percentage of base salary to determine each NEO’s bonus payout at 100% of target.

The Compensation Committee adjusted the percentage of base salary for Messrs. Fink, Klein, Hallinan and Ms. Phyfer to determine their 2020 bonus awards at 100% of target. The amounts were adjusted for changes in positions, market data or for internal pay equity purposes. The percentages in 2019 and 2020 for each NEO were:

The bonus payouts are based on the achievement of the performance goals and can range from 0% to 200% of target. To establish challenging performance goals under the annual incentive program, the Compensation Committee reviewed the target performance goals and actual results for awards paid in 2019, and the 2020 expected growth rate in the home products market, the Company’s three year operating plan and key assumptions relating to share gains, pricing, material inflation and productivity. For 2020, the Compensation Committee approved the following performance metrics for bonus awards:

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Although COVID-19 had presented a significant challenge to our business, these performance metrics for annual bonus awards were not adjusted to account for the impact of COVID. The NEO performance was measured against the metrics established prior to the pandemic.

The Compensation Committee believes that the performance measures chosen for the 2020 bonus awards focus executives on maximizing sales and profitability for the Company. The following table sets forth the minimum (0% payout), target (100% payout) and maximum (200% payout) financial performance measures, the actual performance results, the percentage payout and the amount paid to each NEO for the 2020 annual cash incentive awards:

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Long-Term Equity Awards

The Compensation Committee believes that equity compensation reinforces a pay for performance culture and aligns the interests of management with those of our stockholders. Annually, the Compensation Committee sets a target equity award value and determines the types of equity to award.

The 2020 annual equity award for NEOs consisted of 50% performance share awards (“PSAs”), 25% restricted stock units (“RSUs”) and 25% stock options. In setting 2020 target long-term equity award values, the Compensation Committee considered competitive market data and the individual performance of each NEO. The Compensation Committee adjusted the target long-term equity award values granted to all NEOs, except for Mr. Banyard (due to his recent hire). The amounts were increased for Messrs. Fink, Hallinan and Finley and Ms. Phyfer due to promotion or to align award values with market data, in recognition of their prior year performance and to provide an increased value to enhance long-term retention.

To reflect Mr. Klein’s new role as Executive Chair, the value of his 2020 equity award was decreased to align with market data for his new role. In anticipation of his retirement and the likelihood that Mr. Klein would not continue as an employee of the Company for an additional three years, Mr. Klein’s equity award was granted solely in RSUs that were scheduled to vest on December 31, 2020, subject to his continued employment through such date.

Below are the target equity award values for 2020 and 2019 for each NEO:

Performance Share Awards: PSAs awarded to the NEOs in 2020 will be settled in shares of the Company’s common stock based on earnings before interest, taxes, depreciation and amortization (“EBITDA”) (weighted 75%) and return on invested capital (“ROIC”) (weighted 25%) for the three year performance period from January 1, 2020 to December 31, 2022. Payouts may range from 50% to 200% of the target award based on performance. If the Company fails to achieve the minimum performance threshold, none of the PSAs will vest. PSAs will be settled following completion of the performance period and certification of the performance results by the Compensation Committee (in early 2023).

The Compensation Committee based the performance goals on EBITDA and ROIC because it believes that these metrics incentivize management to grow earnings and aligns the interests of management with our stockholders. The Compensation Committee believes that awarding PSAs with a cumulative three year performance goal drives long-term sustained growth and, as a result, management is rewarded if the long-term growth goals are exceeded. In establishing performance goals for PSAs, the Compensation Committee considered the Company’s strategic operating plan, the expected three year compound market growth rate, as well as key assumptions relating to share gains, pricing, material inflation and productivity.

RSUs and Stock Options: The Compensation Committee believes that both RSUs and stock options incent NEOs to increase stockholder returns and align the interests of NEOs with stockholders. RSUs granted to the NEOs vest in three equal annual installments, assuming the NEO remains employed through each annual vesting date. RSUs serve as a long-term retention tool in a cyclical business because the NEO must remain employed with the

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Company through each of the three annual vesting dates to receive all of the shares. The Compensation Committee believes that RSUs represent at-risk compensation since their value is linked directly to share price.

Stock options allow an NEO to purchase a specific number of shares of Company stock at a fixed price (i.e., the share price set on the grant date). The 2020 stock options vest in three equal annual installments, assuming the NEO remains employed through each vesting date, and expire ten years from the grant date. The Compensation Committee believes that stock options are performance-based and at-risk because the NEO only realizes value to the extent the Company’s stock price increases after the grant date.

Retention Award: In February 2020, the Compensation Committee granted RSUs to Ms. Phyfer, with a grant date fair value equal to approximately $300,000 (4,345 RSUs) as a retention award and in recognition of her prior year performance. This award will vest on the third anniversary of the grant date, subject to her remaining employed through the vesting date.

2018-2020 Performance Share Awards Payout

In 2018, the Compensation Committee awarded NEOs with PSAs to be settled in early 2021 if the Company achieved certain EBITDA and RONTA goals during the cumulative performance period from January 1, 2018 through December 31, 2020, with EBITDA weighted 75% and RONTA weighted 25%. No changes were made to the incentive goals or targets in 2020 due to the impact of COVID-19. The Compensation Committee certified a payout level of 26.3% of target. The threshold, target and maximum goals and the Company’s actual results were as follows:

Based on the achievement of these results, the NEOs received the following number of shares of Company stock pursuant to the terms of the 2018-2020 PSAs:

2020 Outperformance Awards

We believe COVID-19 had an extraordinary impact on the Company and like many other companies, we faced both financial and operational challenges. Additionally, the onset of the pandemic coincided with the CEO transition and an accelerated business strategy. A decline in demand for our products and increased inefficiencies caused by COVID-19 resulted in a significant and unexpected negative impact on the Company’s financial results in the second quarter. Management quickly responded to these challenges and took actions in the second quarter of 2020 by reducing fixed costs to drive long term profitable growth while at the same time making significant investments and changes to our operations which focused on the safety of our employees during the pandemic. As a result, the Company was able to keep our plants open throughout 2020, take care of our employees, meet the demand for our products in the second half of 2020, take market share from our competitors and invest for future growth.

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These efforts resulted in material year over year improvement in sales and profits for 2020. Compared to 2019, the Company’s 2020 sales increased 6% and operating income (before charges/gains) increased 12%. Further, the Company’s operating margin increased 80 basis points from 13.3% in 2019 to 14.1% in 2020. While achieving these results, the Company focused on keeping our employees safe during the pandemic, making the necessary investments and changes to the operations of our plants. Below is the Company’s 2020 sales and operating income growth compared to the S&P 500 and the Company’s Peer Group:

These financial results were reflected in a significant increase in our stock price compared to our peers and the S&P 500. Below is the Company’s one-year total shareholder return (including dividend reinvestment) compared to the S&P 500 and the Company’s Peer Group:

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The Compensation Committee recognized the extraordinary results that the management team delivered in 2020 and decided to grant a one-time equity award to each NEO (other than Mr. Klein). After receiving input from its compensation consultant, the Compensation Committee granted these one-time equity awards, consisting 50% of RSUs and 50% non-qualified stock options, 50% of which will vest in two years following the grant date and the remaining 50% will vest in three years following the grant date. The awards granted by the Compensation Committee in December 2020 were:

Our outstanding results were not delivered solely by the NEOs. We are extremely proud of all of our employees’ contributions in 2020 and, as such, a number of recognition and rewards programs were implemented to recognize their efforts throughout 2020.

Benefits

Retirement

All of the NEOs are eligible for retirement benefits through the Fortune Brands Home & Security Retirement Savings Plan (the “Qualified Savings Plan”), a tax-qualified defined contribution 401(k) plan. The Compensation Committee believes that the Qualified Savings Plan benefits are consistent with competitive pay practices and are an important element in attracting and retaining talent in a competitive market.

In addition to the Qualified Savings Plan, the Company provides non-qualified retirement benefits for contributions that would have been made under the tax-qualified plan but for limitations imposed by the Internal Revenue Code (the “Code”). Please see the narratives and the “2020 Nonqualified Deferred Compensation” table on page 41 of this Proxy Statement for further information regarding these retirement benefits.

The Company maintains frozen tax-qualified defined benefit pension plans and non-qualified defined benefit pension plans. Messrs. Klein and Hallinan are the only NEOs entitled to a benefit under these plans. Benefit accruals were frozen in 2016, which means that Messrs. Klein and Hallinan did not accrue any additional benefits in 2020.

Severance

The Company has Agreements for the Payment of Benefits Following Termination of Employment (the “Severance Agreements”) with each NEO. Under the terms of the Severance Agreements, each NEO is entitled to severance benefits upon a “qualifying termination of employment” (i.e., termination by the Company without “cause” or by the NEO for “good reason”) or in the event of a qualifying termination of employment following a change in control. See the “2020 Potential Payments Upon Termination or Change in Control” table on page 42 below.

The Compensation Committee believes that it is appropriate to provide NEOs with the protections afforded under these Severance Agreements and that doing so helps the Company remain competitive with market practices and attract and retain superior talent. The Compensation Committee also believes that these Severance Agreements promote management independence and keep management focused on the Company’s business in the face of any potential change in control events.

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In connection with the 2020 CEO transition, the Compensation Committee authorized the Company to enter into a new Severance Agreement with each of Messrs. Fink and Klein. For Mr. Fink, the severance benefit under the Severance Agreement was increased to a multiple of two (2) years of specified compensation and three (3) years in the event of a qualifying termination following a change in control, while the severance benefit for Mr. Klein was decreased to one (1) year of specified compensation. In connection with his retirement from the Company, Mr. Klein did not receive any severance benefits under his Severance Agreement.

All of the Severance Agreements contain “double-trigger” change in control provisions, which means that there must be both a change in control of the Company (or applicable business) and a qualifying termination of employment (i.e., termination by the Company without “cause” or by the NEO for “good reason”) before any enhanced benefits can be paid following a change in control. The NEOs are not entitled to any tax gross ups under the Severance Agreements, including those related to the change-in-control related excise taxes imposed under the Code.

Perquisites

All NEOs were provided with an executive health program that provides all NEOs with annual medical examinations. The Company also provides broad-based plans, which are generally available to employees such as match on charitable contributions and company product purchase programs. In 2020, the Company provided a limited number of perquisites to the NEOs, which included limited use of Company aircraft by Messrs. Fink, Klein and Hallinan (the costs of which were reimbursed to the Company based on the cost of a first class airplane ticket for each passenger on a personal flight).

Policies

Clawback Policy

The Company has a policy that allows it to recoup all or part of annual cash incentives or PSAs if there is: (1) a significant or material restatement of the Company’s financial statements covering any of the three fiscal years preceding the grant or payment; or (2) a restatement of the Company’s financial statements for any year which results from fraud or willful misconduct committed by an award holder. The Company also has the right to recoup all or part of an executive’s other equity awards under the terms and conditions of these awards.

Stock Ownership Guidelines

The Company maintains stock ownership guidelines for NEOs and other Company executives, which require them to hold a number of shares equal to a multiple of their annual base salary. The ownership guidelines are as follows:

Executives have five years from the date of hire or date of promotion to acquire the requisite amount of stock and are required to hold 50% of net shares acquired from the vesting of PSAs and RSUs until the ownership guidelines are met. All of the NEOs currently meet the multiple or fall within the time period allowed to meet the multiple under the stock ownership guidelines.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Compensation Committee

Ann F. Hackett, Chair

Amit Banati

Irial Finan

Susan S. Kilsby

A.D. David Mackay

John G. Morikis

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