UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14 A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

FORTUNE BRANDS INNOVATIONS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

520 Lake Cook Road, Deerfield, Illinois 60015

Notice of Annual Meeting

and Proxy Statement

March 22, 2024

Dear Fellow Stockholders:

We are pleased to invite you to the 2024 Annual Meeting of Stockholders (“Annual Meeting”) of Fortune Brands Innovations, Inc. ("Fortune Brands" or "the Company") on Tuesday, May 7, 2024 at 8:00 a.m. (CDT) at 520 Lake Cook Road, Deerfield, Illinois. 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 8, 2024, the record date for the Annual Meeting, are entitled to vote. For information about attending our Annual Meeting and for voting instructions, please see pages 64-68.

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, 2024.

Important Notice Regarding the Availability of Proxy Materials

for the 2024 Annual Meeting of Stockholders to be Held on Tuesday, May 7, 2024.

This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (“Form 10-K”) are available at www.proxyvote.com.

Table Of Contents

Proxy Summary

Annual Meeting Information

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 2024 Annual Meeting of Stockholders (the "Annual Meeting"), along with the voting recommendations of the Board of Directors (the "Board").

See pages 64-68 for instructions on how to vote your shares.

Business and Operational Highlights

Fortune Brands is a brand, innovation and channel leader focused on growth opportunities in the home, security and commercial building markets. We operate in the large and proven growth categories of water, outdoors and security, which are powered by strong secular tailwinds and are underpinned by our leading brands.

Over the past two years, the Company and its management team executed several significant transformative initiatives in the face of a challenging external environment. In 2022, we successfully executed the separation of our Cabinets business, which represented approximately 40% of the Company's net sales, into its own publicly traded company, MasterBrand, Inc., through a tax-free spin-off (the “Separation”). The Separation enabled us to focus on and invest in Fortune Brands’ unique growth opportunities and unlock greater shareholder value. In 2022, we also rebranded from Fortune Brands Home & Security, Inc., to Fortune Brands Innovations, Inc., to reflect our evolution as a business focused on driving accelerated growth in our categories through brands and innovation. Finally, we reorganized the Company from a decentralized structure of separate businesses to a more aligned and efficient operating model designed to support our focus on brands, innovation and channel leadership and enable accelerated growth.

While 2022 was a year of transformation, 2023 was a year of execution, refinement and integration of the significant actions taken in 2022. In 2023, we continued to prioritize long-term sales growth, margin preservation, and cash generation amid a challenging external environment.

Importantly, we also made key investments in brand-building and innovation, our on-going digital transformation and in long-term capacity additions. Today, our Fortune Brands Advantage capabilities are more effectively deployed across the organization, allowing us to advance our growth and margin journeys, and enabling growth in supercharged categories, such as connected products, luxury, and outdoor living & material conversion. Our organization’s aligned structure and the work we conducted in 2023 to streamline internal planning processes and systems enabled us to deploy capital more effectively to the internal priorities with the highest potential rate of return. Our businesses are now more appropriately supported by best-in-class centers of excellence, which have generated cohesive branding strategies and accelerated new product developments. Our centralized supply chain organization is more effectively leveraging the full scale of our Company, which has improved our strategic sourcing and planning, increased efficiency, and resulted in our 2023 working capital efficiency performance. These are just some of the ways in which we are harnessing the power of our newly aligned organizational structure, and we believe more is yet to come.

During 2023, we also completed the strategic acquisition of the Emtek and Schaub premium and luxury door and cabinet hardware business and the U.S. and Canadian Yale and August residential smart locks business (the "Emtek and Yale Business"). These brands are strong additions to our connected products and luxury portfolios, which we believe have the potential to be key accelerants for growth. Our recently established Transformation Management Office has enabled us to rapidly integrate these newly acquired businesses. We also established a connected products group in support of our growing connected products portfolio.

In 2023, we made great progress transforming Fortune Brands into an even more growth-focused, highly innovative company. We believe that Fortune Brands is uniquely positioned – now more than ever – to deliver on our commitment of long-term growth and sustained value creation.

Board of Directors

BOARD SUCCESSION AND REFRESHMENT Mr. Ronald V. Waters and Mr. John G. Morikis will retire from the Board of Directors following the end of their term and immediately following the Annual Meeting. Mr. Waters is retiring in accordance with the Board’s retirement age policy after twelve years of dedicated service to the Company, during which time he served as the Chairman of the Audit Committee. Mr. Morikis has decided not to stand for re-election at the Annual Meeting after twelve years of service to the Company. We thank both Mr. Waters and Mr. Morikis for their valuable contributions and years of dedicated service to the Company and to the Board.

During 2023, the Board appointed two new Board members as part of its long-term succession planning process. Ms. Stephanie Pugliese was appointed in March 2023 in anticipation of Mr. David Thomas' retirement in May 2023. In anticipation of Mr. Waters' retirement in May 2024, the Board appointed Amee Chande in June 2023. Ms. Chande's experience as a strategic business leader with large, global, technology retailers like ChargePoint, a leading provider of networked charging solutions for electronic vehicles, Waymo, an autonomous driving technology subsidiary of Google, and Alibaba Group, one of the world's largest e-commerce companies, brings a valuable perspective to our Board as the Company becomes an increasingly digitally enabled company. Ms. Chande is serving on our Audit Committee and Nominating, Environmental, Social and Governance Committee (the "NESG Committee").

Both appointments were made following a thoughtful and comprehensive board succession planning process led by our NESG Committee. With the additions of Ms. Chande and Ms. Pugliese to our Board during 2023, our Board continues to show its commitment to increasing Board diversity. Following Mr. Waters' and Mr. Morikis' retirements from our Board in May 2024, our Board composition will be:

Corporate Governance Highlights

Our Board is committed to maintaining a strong corporate governance program designed to promote the long-term interests of our stockholders and strengthen Board and management accountability. As a company, we are committed to core values that reflect a strong culture of integrity and accountability. These practices are reflected in our corporate governance policies, which are described in more detail on pages 13-24 of the Proxy Statement and highlighted below:

Environmental, Social and Governance Highlights

We continue to be driven by our culture of doing the right thing, as evidenced by our safety records, Environmental, Social and Governance ("ESG") programs and our focus on innovating products that help address some of the world’s most pressing sustainability and safety issues. Our Board of Directors is committed to overseeing our ESG initiatives throughout Fortune Brands. We dedicate significant resources toward developing innovative products that positively impact the lives of our consumers, and to produce these products using increasingly sustainable methods. We are committed to being a good corporate citizen by ensuring high safety standards for our associates, fostering an inclusive culture and giving back to our larger communities. We believe that the high standards by which we conduct our business will help us to build on our strengths and continually improve how we measure and monitor our progress on ESG-related initiatives.

Safety Associate safety is integral to Company culture and is reflected in our efforts to create an injury-free workplace. Two of our primary safety measures are the Total Recordable Incidence Rate ("TRIR") and Lost Time Rate ("LTR"). For 2023 our TRIR was 0.99, compared to 1.16 for 2022, and our LTR was 0.31, compared to 0.45 for 2022 (excludes the Emtek and Yale Business).

Diversity, Equity & Inclusion (“DEI”) We continued to advance our DEI strategy and initiatives during 2023. Recent additions to the Company’s Board of Directors and leadership team shows our continued commitment to increasing representation of professionals of color and women. In addition, over the past year we expanded our employee resource groups. In 2023, the Company made its employment data publicly available to our stakeholders by posting its EE0-1 report on its website.

Please see the resources available on our website at https://www.fbin.com/corporate-responsibility/esg-reporting. Information provided on the Company’s website is not incorporated by reference into this Proxy Statement.

Compensation Highlights

Pay for Performance Our executive compensation program is designed to reward named executive officers (“NEOs”) for the achievement of both strategic and operational goals that support the creation of long-term stockholder value. The vast majority of each NEO’s annual target compensation is at-risk and dependent upon Company performance and/or stock price. In 2023:

Proposal 1 – Election of Directors

Summary of Qualification of Directors

The Board has identified certain qualifications that are required of all directors. Additionally, the Board seeks to maintain a diverse set of skills, knowledge, experiences, backgrounds and viewpoints represented on our Board as a whole, but not necessarily by each individual director.

Qualifications Required of All Directors

Specific Qualifications, Expertise and Key Skills Represented on the Board

Election of Directors

The Board currently consists of eleven members and is divided into three classes, each having three-year terms that expire in successive years. Ms. Amee Chande was appointed by the Board to serve as a Class I Director effective in June 2023. The term of each director currently serving in Class I (Mses. Amee Chande and Ann F. Hackett and Messrs. John G. Morikis, Jeffery S. Perry and Ronald V. Waters) expires at the Annual Meeting. The Board has nominated Mses. Chande and Hackett and Mr. Perry for a new term of three years expiring at the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. In accordance with our retirement age policy, Mr. Waters will not stand for re-election and will retire immediately following the Annual Meeting. Mr. Morikis has decided not to stand for re-election and will also retire immediately following the Annual Meeting. Following the retirements of Messrs. Morikis and Waters, the number of directors will be reduced from eleven to nine members.

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 (Class I) 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 or registered investment firms 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.

2024 NOMINEES FOR ELECTION – CLASS I DIRECTORS – TERM EXPIRING 2027

CLASS II DIRECTORS – TERM EXPIRING 2025

CLASS III DIRECTORS – TERM EXPIRING 2026

Corporate Governance

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

Corporate Governance Principles

The Board maintains a set of Corporate Governance Principles which describe our corporate governance practices and assist the Board in exercising its responsibilities. The Corporate Governance Principles address corporate governance matters such as Board composition, Board performance and responsibilities, Board meeting and Board committee procedures, oversight of the management succession planning process and review of Company risks. The Corporate Governance Principles also include a Director Code of Conduct. A copy of the Corporate Governance Principles can be found at https://ir.fbin.com/governing-high-standards.

Director Independence

Applying that definition, Messrs. Banati, Finan, Mackay, Morikis, Perry, Thomas, Waters and Mses. Chande, Hackett, Kilsby and Pugliese were affirmatively determined by the Board to be independent. Due to Mr. Fink’s employment with the Company, he is not considered independent.

Board Refreshment and Succession

*Represents composition following Messrs. Morikis and Waters retirements after the conclusion of the Annual Meeting.

The Board believes that Board refreshment and director succession are important to ensuring that Board composition is aligned with the needs of the Company and the Board. The Board also believes that continuity is critical to the effectiveness of the Board as a group over time and allows directors to develop a deeper understanding of the Company. The NESG Committee assesses the composition of the Board and aims to strike a balance between Board members with longer term service and newer members who bring a fresh perspective.

As part of the Board's succession planning process and in anticipation of Mr. Waters' retirement from the Board following the Annual Meeting, the Board appointed Amee Chande as a Class I director. The Board's strong commitment to succession and refreshment have been demonstrated over the last five years by adding six directors. The majority of the director appointments over this period of time also demonstrates the Board's commitment to increasing racial and gender diversity. As a result of the Board's succession planning process, the Board's gender diversity has increased to 44% and ethnicity/racial diversity has increased to 33% when taking into account Messrs. Morikis' and Waters' retirements immediately following the Annual Meeting.

Board Leadership Structure

The Board of Directors has determined that is in the best interests of our stockholders to have an independent, non-executive chair serve as the Company’s Board Chair at this time. This leadership structure aids the Board’s oversight of management and allows our Chief Executive Officer ("CEO") to focus primarily on his management responsibilities. The non-executive Chair has the responsibility of presiding over all meetings of the Board, consulting with the CEO on Board meeting agendas, acting as a liaison between management and the non-management directors, including maintaining frequent contact with the CEO and advising him or her on the efficiency of 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 CEO.

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 practices and appropriate independent oversight of management. If, in the future, the Board appoints an executive chair or any other non-independent director as chair, the Board will elect an independent director to serve as the Lead Director. The duties of the Chair of the Board and Lead Director are further described in our Corporate Governance Principles.

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 Chair. During 2023, Ms. Kilsby led these sessions. In addition, Board committees also met in executive session periodically throughout the year, as deemed appropriate by such committee.

Director Nomination Process

The NESG Committee is responsible for, among other things, screening potential director candidates, recommending qualified candidates to the Board for nomination, assessing director independence and evaluating whether the Board and its committees are functioning effectively. 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. The NESG Committee uses the following process when recommending candidates:

When identifying director candidates, the NESG Committee evaluates the composition of the Board to determine 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, leadership, conflicts of interest, integrity, ethics, original thinking and commitment to the goal of maximizing stockholder value, as well as diversity of background and experiences of the Board as a whole. The Committee also focuses on education, professional experience and differences in viewpoints and skills. The NESG Committee engaged a search firm to assist in identifying and evaluating potential director candidates during 2023. To align with the Board’s intent to increase diverse representation, the search firm was instructed to include a slate of candidates by including individuals who are diverse in gender and race when searching for new director candidates during 2023. Ms. Pugliese was identified as a potential director candidate through a third-party search firm and Ms. Chande was first identified as a potential director candidate by a non-management director. Both candidates, along with other potential candidates, underwent a rigorous background check and interview process led by the search firm before being presented to the NESG Committee for consideration.

With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are considered. The Board generally will not re-nominate a director at the annual meeting of stockholders following his or her 72nd birthday; however, the Board has the discretion to re-nominate a director after reaching age 72 if it believes that nomination is in the best interest of the Company’s stockholders.

In connection with future director elections, or any time there is a vacancy on the Board, the NESG Committee may retain a third-party search firm to assist in identifying qualified candidates who meet the needs of the Board at that time. The Board is committed to the inclusion of diverse candidates when conducting a director candidate search; however, in considering candidates for the Board, the NESG Committee considers the entirety of each candidate’s credentials in the context of these standards.

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 recommended candidate’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 stockholder making the recommendation to discuss the qualifications of the candidate and the stockholder’s reasons for making the recommendation. 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. For a stockholder to directly nominate a candidate for director, such stockholder must follow the procedures set forth in the Company’s Bylaws.

Board and Committee Evaluation Process

To increase the effectiveness and provide an opportunity to improve processes and effectiveness, the NESG and the Chair of the Board facilitate an annual evaluation of the Board and its committees.

Director Orientation and Continuing Education

New directors participate in comprehensive orientation sessions that are designed to familiarize them with the Company’s strategic plans, operations, financial information and governance, board and committee operations, among other relevant topics. This orientation program is considered an essential part of the director onboarding process. New director orientation is tailored to complement the background of the new director.

The Board is briefed regularly on a variety of topics such as industry updates, corporate governance developments, the Company’s regulatory environment, applicable federal securities and state corporate laws, financial principles and standard accounting procedures. In addition, the Corporate Governance Principles provide for the Company to make external continuing education opportunities available to directors and reimburse costs incurred while furthering their education. These activities are designed to ensure that the Board remains knowledgeable about the most important issues affecting our Company and its businesses.

In 2023, management brought in a third-party advisor to provide education to our Board on artificial intelligence, including the risks and opportunities it provides to our Company and our industry. In addition, several directors participated in external continuing education focused on a variety of topics, including corporate governance, ESG developments, leadership succession planning, the lead director function, audit committee functions, and enterprise risk management process and innovation. Ms. Chande obtained a third-party certification in cyber-security oversight in 2023.

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 (other than monitoring director compliance which is the responsibility of the NESG Committee). The Compliance Committee meets quarterly and 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 Company's Chief Legal Officer 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. 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, 2023, the Company did not participate in any transactions in which any of its directors or executive officers, any immediate family member of any of its directors or executive officers, or any beneficial owner of more than 5% of the Company’s Stock, had a direct or indirect material interest.

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 CEO 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.

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. 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 below. 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 CEO, 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.

Cybersecurity Risks

The Company has a comprehensive enterprise-wide cybersecurity program informed by the U.S. Department of Commerce National Institute of Standards and Technology Cybersecurity Framework and maintains security risk insurance coverage to defray the costs of potential information security breaches. The Company conducts automated online training annually for its employees and mock phishing campaigns throughout the year. The Company’s cybersecurity team provides regular updates to our senior executives and the chief information officer typically reports twice a year to the Audit Committee on the status of the Company’s data security positions, results for third-party assessments, our incident response plan, and any material cybersecurity threats and developments. In 2023, the Company’s chief information officer reported to the full Board on the Company’s cybersecurity programs and risk mitigation efforts. Beginning in 2024, cybersecurity updates are scheduled to be provided to the Audit Committee on a quarterly basis. For more information on cybersecurity oversight, please refer to Item 1C, "Cybersecurity" in our most recent Annual Report on Form 10-K.

Compensation Risks

The Compensation Committee’s compensation consultant, Willis Towers Watson ("WTW") conducted 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 2023, 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 compensation arrangements encourage excessive risk taking and are consistent with the structure and design of other companies of similar size and industry sector. The Company utilizes the following risk-mitigating design features:

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

Director Compensation

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 and equity retainers.

During 2022 and in connection with the Separation and establishment of a new compensation peer group, the NESG Committee assessed the Board's compensation program, elements of compensation and amounts paid. Based on this assessment and with the assistance of WTW, the Board modified the non-employee director compensation program, effective January 1, 2023, to (i) eliminate committee membership fees; (ii) increase the value of the annual cash retainer from $100,000 to $120,000; and (iii) increase the value of the annual equity retainer from $145,000 to $160,000.

Compensation Elements

Below is a description of the 2023 non-employee director compensation program.

* Directors may elect to convert cash retainers into Company Stock, defer receipt of cash or equity retainers, or defer Company Stock received as a result of a cash conversion program under the Company's Non-Employee Director Deferred Compensation Plan and the Stock Election Program. Receipt of any deferral made under the Company's Non-Employee Deferred Compensation Plan is made in the January following the year in which the individual ceases serving as a director of the Company.

** Cash compensation elements are pro-rated to reflect the portion of the year the director served on the Board or committee, or as Chair of a committee.

*** 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.

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 retainer ($600,000) and allow directors five years from the date of election to meet the guidelines. Shares owned directly by a director, the director’s spouse, minor children sharing the same home and any shares held in trust for the benefit of the director or his/her family, as well as any shares that have been deferred pursuant to the Company’s Deferred Compensation Plans, are counted towards ownership. 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 62-63.

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.

* Although Mr. Fink serves as member of the Board, he does not receive any additional compensation for such service. Mr. David M. Thomas retired from the Board in May 2023. Ms. Pugliese and Ms. Chande were appointed to the Board effective March 6, 2023 and June 1, 2023, respectively.

Compensation Discussion and Analysis

This CD&A describes the Fortune Brands’ executive compensation program and explains how the Compensation Committee made compensation decisions for the following NEOs in 2023*:

This CD&A is divided into the following sections:

Executive Summary

Business and Operational Highlights

As discussed in the Proxy Summary above, the Company and its management team executed several significant transformative initiatives in the face of a challenging external environment over the past two years. In 2022, we successfully completed the Separation of our Cabinets business, which represented approximately 40% of the Company's net sales and rebranded our Company to reflect our evolution as a business focused on driving accelerated growth through brands and innovation. We also reorganized the Company from a decentralized structure of separate businesses to a more aligned and efficient operating model designed to support our focus on brands, innovation and channel leadership.

While 2022 was a year of transformation, 2023 was a year of execution, refinement and integration of the significant actions taken in 2022. During 2023, our first full year post-Separation, we prioritized long-term sales growth, margin preservation and cash generation, all while continuing to prioritize key investments, including brand building, thoughtful capacity additions, meaningful innovation, and our digital transformation amid a challenging external environment. We also executed on the strategic acquisition of the Emtek and Schaub premium and luxury door and cabinet hardware business and the U.S. and Canadian Yale and August residential smart locks business (the "Emtek and Yale Business").

These brands are strong additions to our connected products and luxury portfolios and we believe that they have the potential to be key accelerants for growth.

Our teams have implemented and led through this period of immense change, overseeing our day-to-day operations while also executing on our growth strategy and continuing to implement transformative initiatives. We believe that the actions taken by the leadership team in 2023 have positioned the Company to continue to grow and create long-term value for our stockholders. We also believe that our compensation program and the goals used within our program continue to incentivize and reward performance.

2023 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 strong performance by (i) providing a significant amount of compensation in the form of Company equity, (ii) utilizing both short-term and long-term incentives tied to Company performance and (iii) balancing fixed (base salary) and variable (annual cash incentive and equity) compensation. The material components of our 2023 executive compensation program are summarized in the following chart:

*All references to metrics used to determine incentive compensation are shown in this CD&A on an unaudited and before charges/gains basis. See Appendix A for definitions and a description of the methodology of these non-GAAP measures used to determine incentive compensation.

To support our restructured, centralized organization, the Compensation Committee approved changes to the metrics used in our 2023 annual incentive plan, as compared to our 2022 annual incentive plan, to align the performance metrics for all NEOs. Historically, the annual incentive plan design utilized varying metrics with performance metrics for corporate-based NEOs being based on overall Company financial results while NEOs serving in business unit roles had annual incentive performance metrics tied to specific business unit financial and operating results. Beginning in 2023, the annual incentive award performance metrics for all of the Company's executive officers, including all of the NEOs, were based on EPS (weighted 60%), WCE (weighted 20%) and OIMP (weighted 20%). In addition to establishing a unified set of performance metrics for the NEOs, the Compensation Committee replaced the use of return on net tangible assets ("RONTA"), which was a performance metric under the 2022 annual incentive plan award plan, with OIMP. The

change in this metric was made to further focus management on delivering the appropriate incremental or decremental margins, which the Compensation Committee believes will drive value creation over time.

The Compensation Committee also approved changes to the metrics used in our PSAs. Beginning with the 2023-2025 performance period, the performance goals were based on three-year cumulative EBITDA Margin Percent (weighted 75%) and ROIC (weighted 25%). The change from the use of EBIDTA to EBITDA Margin Percent was made to further focus management on delivering long-term incremental margin growth. In addition, in order to energize and retain our most critical senior leaders and in recognition of their essential role in leading the business through the Company’s strategic transformation following the Separation and to drive further growth over the next several years, the Compensation Committee approved an increase in the payout opportunity for the 2023 PSAs. The Company's PSAs are generally structured to provide payouts ranging from 0% to 200% of the target award. For one performance cycle (the 2023-2025 performance period), however, the Compensation Committee modified the structure to provide for the potential to earn up to 300% of the target award for the achievement of stretch goals relating to 3-year EBITDA Margin Percent and ROIC, which if achieved would represent a significant increase in sales growth as well as strong operating income performance over the course of the performance period. The Compensation Committee believes that this long-term opportunity will incentivize management to deliver strong performance during this period of strategic transformation and require that the Company deliver exceptional performance in order to receive the maximum payout level of the stretch goals. The maximum payout level has reverted back to 200% of target beginning with the 2024-2026 performance period.

2023 NEO Annual Total Target Compensation

The following chart summarizes annual total target compensation awarded to each NEO in 2023:

Results of the 2023 Say on Pay Vote

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 financial, strategic and operational goals that lead to the creation of long-term stockholder value. The 2023 executive compensation program was designed to:

Compensation Decision-Making

As illustrated in the table below, all NEOs undergo an annual performance assessment. For Mr. Fink, the Board conducted a formal evaluation of his performance against certain financial, operational, business strategy (which included advancing the Company’s ESG and DEI strategies) and personal development objectives established at the beginning of the year. Progress on such objectives is regularly reviewed throughout the year with the Board. At the end of each year, the Board discusses the CEO’s accomplishments and achievement of the goals with the CEO and in executive session without the presence of the CEO. Following the annual performance review, the Compensation Committee utilizes the market data described below that is provided by WTW to set the CEO’s annual total target compensation based on the results of the performance assessment. For the other NEOs, the CEO reviews and evaluates each of their 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 WTW and then independently sets each of the other NEO’s annual total target compensation. The CEO does not make any recommendation concerning his own compensation.

While the Compensation Committee considers the input of our CEO and management in the compensation decision-making process, the Compensation Committee is responsible for overseeing our executive compensation program, which includes our annual incentive and long-term incentive programs. The Compensation Committee considers all elements of the Company’s executive compensation program in total, as well as individual performance, Company-wide performance and internal equity and market compensation considerations, when making executive compensation-related decisions.

2023 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. With the help of the Compensation Committee’s consultant, each year the Compensation Committee reviews the Peer Group and decides whether any changes should be made.

In anticipation of the Separation in late 2022, the Compensation Committee determined that the existing peer group would need to be adjusted to align with the Company's market and projected revenue following completion of the Separation. In selecting the Peer Group to be used when setting 2023 compensation (the “2023 Peer Group”), the Compensation Committee focused on including companies that were more closely aligned with our industry and our business strategies, such as companies that manufacture household products and provide specialized consumer services, including security and alarm services, and companies with strong brand recognition and technology enabled products. Based on this criteria, the 2023 Peer Group excluded eight prior peer group businesses with less relevance to our Company's business strategies following the Separation (specifically, Ball Corp., Borgwarner Inc., Dover Corp., JELD-WEN Holding, Inc., Parker-Hannifin Corp., Pentair plc, RPM International and The Sherwin-Williams Company). The criteria used to evaluate and select the 2023 Peer Group also included the Company's projected revenue size following the Separation. With the assistance of WTW, the Compensation Committee approved the following 2023 Peer Group for use in connection with 2023 compensation decisions:

WTW provided the Compensation Committee with market data to use when considering 2023 NEO compensation adjustments. This market data primarily consisted of revenue size adjusted general industry data received from WTW, supplemented with peer group proxy data described above.

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 – 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 50th 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, requirements of the position relative to benchmark norms, retention considerations, an individual’s performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity.

2024 Compensation Peer Group and Market Data

In 2023, the Compensation Committee determined that the peer group to be used when evaluating 2024 compensation decisions should be refined to more closely align with the Company's business focus and to take into account the size of the business following the acquisition of the Emtek and Yale Business and the Company's projected revenue and market capitalization following the completion of the Separation. WTW reassessed the 2023 Peer Group using the same industry and business criteria as in the prior year, with comparably-sized companies with revenues of 0.5 to 2.5 times the Company and a market capitalization of 0.5 to 4.0 times the Company. With the assistance of WTW, the Compensation Committee refined the 2023 Peer Group to remove Trane Technologies and to add Griffon Corporation and Pentair plc (the “2024 Peer Group”). The 2024 Peer Group approved for use in connection with 2024 compensation decisions is: