MasterBrand, Inc 8-K, filed Oct 26, 2026
MasterBrand, Inc. (MBC)
8-K
2026-10-26
For: 2026-10-23
View Original
Added on
October 26, 2026
About this 8-K
MasterBrand, Inc filed this 8-K on October 26, 2026, reporting on events of October 23, 2026.
MasterBrand announced Andrea Simon ceased as Chief Financial Officer effective October 23, 2026, will advise through March 31, 2027, and appointed Mark A. Young Interim Chief Financial Officer while beginning a permanent CFO search. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
________________________
MasterBrand, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________
| Delaware | 1-41545 | 88-3479920 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
3300 Enterprise Parkway, Suite 300 Beachwood, Ohio | 44122 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: 812 482-2527
(Former Name or Former Address, if Changed Since Last Report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, par value $0.01 per share | MBC | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On October 26, 2026, MasterBrand, Inc. (the “Company”) announced that Andrea Simon, the Chief Financial Officer of the Company, ceased serving as the Chief Financial Officer of the Company effective as of October 23, 2026 (the “Transition Date”). Following the Transition Date, Ms. Simon will continue to be employed by the Company in a non-executive advisory role until March 31, 2027 (or such earlier date that Ms. Simon’s employment with the Company is terminated, the “Separation Date”) to facilitate an orderly transition of her duties and responsibilities. During this period, Ms. Simon will (i) continue to receive the same base salary and health benefits at the levels in effect as of the Transition Date, (ii) be eligible to receive her normal target annual bonus on a pro-rated basis under the MasterBrand Annual Executive Incentive Compensation Plan for the 2027 calendar year, based on actual performance (the “2027 Annual Bonus”), and (iii) remain eligible to receive payment in respect of any outstanding equity awards held by Ms. Simon that vest in accordance with their terms prior to the Separation Date. Ms. Simon’s departure is not related to any disagreement with the Company or any matters relating to the Company’s financial statements, operations, policies, or practices.
In connection with her separation, on October 23, 2026, MasterBrand Cabinets, LLC, a subsidiary of the Company, and Ms. Simon entered into a Separation Agreement and Release (the “Separation Agreement”). The Separation Agreement sets forth the terms of her transition from the Company’s Chief Financial Officer to a non-executive advisory role from the Transition Date through the Separation Date (as described above) and provides that Ms. Simon will receive the severance payments and benefits that she is entitled to receive pursuant to her previously disclosed Agreement for the Payment of Benefits Following Termination of Employment, dated as of December 14, 2022, subject to her execution and non-revocation of a release of claims. Ms. Simon will also be eligible to receive (i) her base salary through March 31, 2027 and the 2027 Annual Bonus in the event the advisory period is terminated by the Company or Ms. Simon resigns under certain circumstances, in each case, prior to March 31, 2027, and (ii) provided that Ms. Simon remains employed with the Company through March 31, 2027, a cash payment equal to $165,900 (as consideration for the cancellation of her integration restricted stock unit award granted on June 3, 2026), subject to her execution and non-revocation of a release of claims. The Separation Agreement also provides that Ms. Simon will remain bound by certain restrictive covenants, including post-employment non-competition, non-solicitation and confidentiality covenants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Appointment of Interim Chief Financial Officer
In connection with Ms. Simon’s transition, the Company has appointed Mark A. Young, currently Vice President and Chief Accounting Officer of the Company, as Interim Chief Financial Officer of the Company, effective as of the Transition Date. While serving as Interim Chief Financial Officer, Mr. Young will also continue to serve in his current role as Vice President and Chief Accounting Officer of the Company.
Mr. Young, age 49, currently serves as our Vice President and Chief Accounting Officer. Mr. Young served as Vice President, Accounting of Fortune Brands’ Cabinets segment, MasterBrand Cabinets, LLC from June 2022 until December 14, 2022. Prior to joining MasterBrand Cabinets, LLC, from July 2019 to May 2022, Mr. Young was Vice President and Chief Accounting Officer of Cooper Tire & Rubber Company (former NYSE: CTB), where he had responsibility for SEC reporting and the global accounting function and served as Director of External Reporting from February 2015 to July 2019 as the company’s principal accounting officer. From July 2010 to February 2015, Mr. Young served as Manager of Financial Accounting at Cooper Tire & Rubber Company. Prior to joining Cooper Tire & Rubber Company, Mr. Young worked for Ernst & Young LLP for 11 years, where he was Senior Manager for the two years prior to his departure.
In connection with his appointment as Interim Chief Financial Officer, Mr. Young will continue to receive his current annual base salary of $385,000 and will be entitled to the following compensation adjustments for the period in which he serves as Interim Chief Financial Officer: (i) a $15,000 monthly stipend and (ii) a 30% increase in his annual bonus target (resulting in an adjusted annual bonus target equal to 80% of his base salary for the period in which serves as Interim Chief Financial Officer). Mr. Young will also receive a one-time cash retention award equal to $150,000, which will be payable on the 18-month anniversary of his appointment date, subject to his continued employment with the Company.
Except as described above, there is no arrangement or understanding between Mr. Young and any other person pursuant to which he was appointed as Interim Chief Financial Officer of the Company. In addition, there are no familial relationships
between Mr. Young and any director or executive officer of the Company, and Mr. Young has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will start a search for a permanent Chief Financial Officer.
Item 7.01. Regulation FD Disclosure
A copy of the Company’s press release relating to the announcement described in Item 5.02, dated October 26, 2026, is furnished as Exhibit 99.1 to this Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any filing of MasterBrand, whether made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
| Exhibit No. | Description | ||||||||||
| 10.1 | Separation Agreement and Release, dated as of October 23, 2026, among MasterBrand Cabinets, LLC and Andrea Simon. | ||||||||||
| 99.1 | Press Release of MasterBrand, Inc., dated as of October October 26, 2026. | ||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MASTERBRAND, INC. | |||||||||||
| Date: October 26, 2026 | By: | /s/ R. David Banyard, Jr. | |||||||||
| Name: | R. David Banyard, Jr. | ||||||||||
| Title: | President & Chief Executive Officer | ||||||||||
MasterBrand - General SEPARATION AGREEMENT AND RELEASE This SEPARATION AGREEMENT AND RELEASE (this “Agreement”), dated as of October 23, 2026, is entered into by and between MasterBrand Cabinets LLC (the “Company”) and Andrea Simon (“Executive”). The Company and Executive are collectively referred to herein as the “Parties” and individually as a “Party.” WHEREAS, Executive and the Company are parties to that certain Agreement for the Payment of Benefits Following Termination of Employment, dated as of December 14, 2022 (the “Severance Agreement”); and WHEREAS, subject to the terms of this Agreement, the Parties agree that (i) Executive will cease serving as the Chief Financial Officer of the Company effective as of October 23, 2026 (the “Transition Date”), (ii) from the Transition Date through March 31, 2027, Executive will continue as an employee in a non-executive advisory capacity, and (iii) Executive’s employment with the Company and the other Applicable Entities (as defined below) will end effective as of March 31, 2027 (or such earlier date that Executive’s employment with the Company is terminated by the Company pursuant to this Agreement or Executive resigns or otherwise terminates her employment, the “Separation Date”). NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree, intending to be legally bound, as follows: 1. Termination of Employment. a. Effective as of the Transition Date, Executive shall cease serving as Chief Financial Officer of the Company and hereby resigns from all positions Executive holds as an officer or director with respect to the Company, MasterBrand, Inc. (“MasterBrand”) and each of their respective affiliates (together, the “Applicable Entities”). During the period from the Transition Date through the Separation Date, Executive shall continue as an employee of the Company in a non- executive advisory capacity, subject to Section 1(b) below. Executive’s employment with MasterBrand and the Applicable Entities will automatically terminate effective as of the Separation Date. Executive’s execution of this Agreement shall be deemed the grant by Executive to the officers of MasterBrand of a limited power of attorney to sign in Executive’s name and on Executive’s behalf any such documentation as may be required to be executed solely for the limited purposes of effectuating such resignations. As of the Transition Date, Executive will have no authority to act, transact business or incur any expenses, obligations and liabilities on behalf of the Applicable Entities. b. Advisor Period. (i) Subject to Executive’s timely execution and delivery of this Agreement, during the period beginning on the Transition Date and ending on the Separation Date (the “Advisor Period”), Executive shall continue as an employee of the Company in a non-executive advisory capacity. During the Advisor Period, Executive shall (i) provide such advisory and transition services as may be requested by the Company (the “Advisory Services”), (ii) perform the Advisory Services in a timely and professional manner and (iii) comply with the written policies of the Company and
2 MasterBrand - General MasterBrand. The Company shall, to the extent possible, reasonably accommodate Executive’s other professional and personal commitments during the Advisor Period. During the Advisor Period, Executive shall (i) continue to receive the same base salary and health benefits at the levels in effect as of the Transition Date, (ii) be eligible to receive a target annual bonus of $130,000 under the MasterBrand Annual Executive Incentive Compensation Plan for the 2027 calendar year, as adjusted based on actual performance for the 2027 calendar year, payable as of the date that annual incentive awards are normally paid by the Company, but in any event, no later than March 15, 2028 (the “2027 Annual Bonus”), and (iii) will remain eligible to receive payment in respect of any outstanding equity awards held by Executive that vest in accordance with their terms prior to the Separation Date, subject to the terms and conditions of the MasterBrand, Inc. 2022 Long-Term Incentive Plan (the “Plan”) and the applicable award agreements. The Continuing Obligations (as defined below), including, without limitation, Executive’s obligation to comply with the non-disparagement, non- solicitation, non-competition and confidentiality covenants set forth in the Severance Agreement, shall remain in full force and effect during and following the Advisor Period. (ii) The Company may terminate the Advisor Period at any time upon five (5) days’ prior written notice to Executive, in which case Executive’s employment shall also terminate on the date specified in such notice, which date shall be deemed the Separation Date for purposes of this Agreement. Notwithstanding the foregoing, if, prior to March 31, 2027, (A) the Company terminates the Advisor Period or (B) Executive resigns to commence employment with another entity with a start date prior to March 31, 2027, then, subject to (i) Executive’s continued compliance with Executive’s obligations hereunder and the conditions set forth herein and in the Severance Agreement (including, without limitation, the Continuing Obligations) and (ii) Executive’s timely execution, delivery and non-revocation of the Second Supplemental Release (as defined below) in accordance with its terms, (x) the Company shall continue to pay Executive’s base salary through March 31, 2027, which, subject to Section 5 below, shall be paid in installments through the Company’s normal payroll process on the Company’s normal payroll dates, commencing within sixty (60) days following the Separation Date, with the first installment including all amounts that would otherwise have been paid during such 60-day period; provided, however, that if such 60-day period begins in one taxable year and ends in a second taxable year, such payments shall commence no earlier than the first payroll date in the second taxable year; and (y) Executive shall remain eligible to receive the 2027 Annual Bonus, payable in accordance with Section 1(b)(i) above (collectively, the “Advisor Continued Payments”). If Executive’s employment terminates for any other reason (including Executive’s resignation other than to commence employment with another entity as described in clause (B) above), Executive shall not be entitled to the Advisor Continued Payments. c. Executive Notice. During the Advisor Period, Executive agrees to provide MasterBrand with written notice immediately upon accepting any position (whether as an employee, officer, director, consultant, advisor or otherwise) with any other entity, which notice shall identify such entity, the nature of such position and Executive’s start date. 2. Payments and Benefits. a. Accrued Rights. Whether or not Executive signs this Agreement, Executive will be entitled to receive (i) any unpaid base salary payable to Executive for services performed through the Separation Date and (ii) any accrued but unpaid vacation through the Separation Date. In addition, the Company will reimburse Executive for reasonable and documented business expenses incurred in the ordinary course prior to the Separation Date, provided such expenses are submitted in
3 MasterBrand - General accordance with the Company’s standard expense reimbursement policies prior to the Separation Date. b. Severance. The Advisor Period described in Section 1(b) above shall constitute good and valuable consideration for Executive’s agreement to the release of claims in Section 6 of this Agreement. Subject to Executive fulfilling Executive’s obligations hereunder and the conditions set forth herein and in the Severance Agreement (including, without limitation, Executive’s continued compliance with the Continuing Obligations (including, without limitation, Executive’s continued compliance with the non-disparagement, non-solicitation, non-competition and confidentiality covenants set forth in the Severance Agreement), and Executive’s timely execution, delivery and non-revocation of the applicable Supplemental Release in accordance with the terms thereof, Executive shall be entitled to receive, as consideration for the applicable Supplemental Release (and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, including continued employment during the Advisor Period), the payments and benefits set forth in Section 2(b)(i) below (the “Separation Payments”). Notwithstanding the foregoing, Executive shall remain eligible to receive the Separation Payments if the Company terminates the Advisor Period, subject to Executive’s timely execution, delivery and non-revocation of the applicable Supplemental Release and fulfilling Executive’s obligations hereunder and the conditions set forth herein and in the Severance Agreement (including, without limitation, Executive’s continued compliance with the Continuing Obligations). (i) Pursuant to Section 3(b) of the Severance Agreement, and subject to Section 2(b) above, including Executive’s timely execution, delivery and non-revocation of the applicable Supplemental Release, Executive shall receive (or be provided with): (1) a cash payment equal to $1,187,250 (payable as set forth below), which amount is equal to the sum of (i) 12 months of Executive’s base salary, (ii) Executive’s target annual bonus under the MasterBrand Annual Executive Incentive Compensation Plan for the 2026 calendar year and (iii) the amount that would have been required to be allocated to Executive’s account (assuming that Executive elected the maximum employee contribution) for the year immediately preceding the year in which the Separation Date occurs under the 401(k) retirement plan in which Executive is participating as of the Separation Date (the “Cash Severance Payment”); (2) a pro-rated portion of the annual cash incentive compensation payable to Executive under the MasterBrand Annual Executive Incentive Compensation Plan based on actual performance in respect of the 2026 calendar year (and prorated for the portion of the calendar year during which Executive was employed during 2026 (it being understood that if Executive remains employed with the Company through December 31, 2026 the payment under this clause (2) shall not be subject to proration)), payable as of the date that annual incentive awards are normally paid by the Company, but in any event, no later than March 15, 2027; (3) the Company (or, if applicable, MasterBrand) shall maintain for Executive’s benefit all employee life, health, and accident plan coverage(s) that Executive was receiving immediately prior to the Separation Date for the 12-month period following the Separation Date; provided that (i) Executive’s continued participation is allowed under the terms of such plans and (ii) with respect to any continued health coverage (medical, dental and vision), Executive shall be required to pay the applicable active employee rate of
4 MasterBrand - General coverage for similar coverage, and such coverage shall run concurrently with coverage required to be provided under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) (Executive acknowledges that if the Company (or, if applicable, MasterBrand) continues to provide the continued health coverage described in this clause 3 after the applicable period of COBRA coverage would have otherwise expired, Executive may be taxed on the value of such coverage); and (4) outplacement assistance services, the scope and provider of which shall be selected by the Company, for the period beginning on the Separation Date and ending on the date Executive is first employed elsewhere or otherwise is providing compensated services of any type, whether as an employee, independent contractor, owner- employee or otherwise, provided that in no event shall such outplacement services be provided for a period greater than 12 months following the Separation Date. Notwithstanding anything in the Severance Agreement to the contrary, the Parties acknowledge and agree that the Cash Severance Payment shall be paid to Executive in a lump sum on the second payroll date following the Effective Date (as defined in the First Supplemental Release) of the First Supplemental Release; provided that such portion of the Cash Severance Payment, as communicated by Executive to the Company, shall be directed from the Company to Executive’s legal counsel, subject to the Company’s receipt of a completed Form W-9. The remainder of the Separation Payments shall be paid or provided in accordance with their terms subject to Executive’s timely execution, delivery and non-revocation of the Second Supplemental Release. (ii) In addition, subject to (i) Executive fulfilling Executive’s obligations hereunder and the conditions set forth herein and in the Severance Agreement (including, without limitation, Executive’s continued compliance with the Continuing Obligations), (ii) Executive’s timely execution, delivery and non-revocation of the Second Supplemental Release in accordance with the terms thereof and (iii) Executive’s continued employment with the Company through March 31, 2027, Executive shall receive a cash payment in the amount of $165,900 representing the agreed value of the prorated portion of the restricted stock units granted under that certain Integration Restricted Stock Unit Agreement, dated June 3, 2026, between MasterBrand and Executive (the “Integration RSUs”), issued pursuant to the Plan, determined based on the period commencing on June 3, 2026 and ending March 31, 2027 (the “Integration RSU Payment”). The Integration RSU Payment shall be paid within 30 days following the Separation Date, subject to the effectiveness of the Second Supplemental Release. Executive acknowledges and agrees that Executive’s Integration RSUs shall be automatically cancelled upon the effectiveness of this Agreement for no consideration (other than Executive’s right to receive the Integration RSU Payment, if and when payable in accordance with this Section 2(b)(ii)), and that, upon such cancellation, Executive shall have no further rights in respect of the Integration RSUs, whether under the Plan, the applicable award agreement or otherwise. (iii) Supplemental Releases. Payment of the Cash Severance Payment is subject to Executive’s timely execution and delivery to the Company of, and not timely revoking, the supplemental release of claims set forth as Exhibit A (the “First Supplemental Release”). Payment of the other Separation Payments, the Advisor Continued Payments and the Integration RSU Payment (as applicable), are subject to Executive’s timely execution and delivery to the Company of, and not timely revoking, the supplemental release of claims set forth as Exhibit A (to be updated to reflect the actual date of signing, the “Second Supplemental Release”). Notwithstanding anything in this
5 MasterBrand - General Agreement to the contrary, the Second Supplemental Release shall not be executed until Executive’s Separation Date. (iv) Forfeiture. Executive’s failure to timely execute and deliver the Supplemental Release, or Executive’s revocation thereof, shall result in the forfeiture of the applicable Separation Payments (including the Cash Severance Payment), Advisor Continued Payments and the Integration RSU Payment. 3. Continuing Obligations. Executive acknowledges and agrees that the covenants set forth in Section 6 of the Severance Agreement (including, without limitation, the non-disparagement, non-solicitation, non-competition and confidentiality covenants set forth in therein) and any restrictive covenants set forth in any equity incentive award agreement entered into by and between Executive and MasterBrand (collectively, the “Continuing Obligations”), remain in full force and effect, shall survive the execution, delivery and performance of this Agreement, and shall continue to apply in accordance with their terms for the applicable periods. Executive hereby reaffirms the Continuing Obligations and acknowledges and agrees that the Continuing Obligations remain in full force and effect and are incorporated by reference as if set forth herein. Executive affirms that the Continuing Obligations are reasonable and necessary to protect the legitimate interests, including the goodwill, of the Applicable Entities and that Executive received adequate consideration in exchange for agreeing to those restrictions and will abide by those restrictions. 4. Protected Activities. Pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret of the Applicable Entities that (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or Executive’s attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by any member of the Applicable Entities for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding if Executive (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with any member of the Applicable Entities, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement Executive has with any member of the Applicable Entities will prohibit or restrict Executive from (A) voluntarily communicating with an attorney retained by Executive, (B) voluntarily communicating with any law enforcement, government agency, including the Securities and Exchange Commission (“SEC”), the Equal Employment Opportunity Commission or any other state or local commission on human rights, or any self-regulatory organization, or otherwise initiating, assisting with, or participating in any manner with an investigation conducted by such government agency, in each case, regarding possible violations of law, in each case, without advance notice to the Company, (C) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, (D) disclosing any confidential information to a court or other administrative or legislative body in response to a subpoena, court order or written request; provided that Executive first promptly notifies (to the extent possible without waiving legally protected communications in this section) and provides the Company with the opportunity to seek, and join in its efforts at the sole expense of the Company, to challenge the subpoena or obtain a protective order limiting its disclosure, or other appropriate remedy, (E) filing or disclosing any facts necessary to receive unemployment insurance, Medicaid or other public benefits to which Executive
6 MasterBrand - General is entitled or (F) disclosing or discussing the details of any sexual assault or sexual harassment claim or otherwise disclosing the underlying facts or circumstances relating to claims of discrimination, in violation of laws prohibiting discrimination, against the Applicable Entities. The activities and disclosures described in this Section 4 shall be collectively referred to herein as the “Protected Activities.” Additionally, nothing in this Agreement shall be construed to in any way limit any Applicable Entity’s right to defend itself against claims and allegations relating to the actions or omissions, or alleged actions or omissions, of Executive. Further, Executive acknowledges and agrees that nothing in this Agreement shall prevent any member of the Company from voluntarily communicating with any law enforcement, government agency, including the SEC, the Equal Employment Opportunity Commission or any other state or local commission on human rights, or any self-regulatory organization, or otherwise initiating, assisting with, or participating in any manner with an investigation conducted by such government agency, in each case, regarding possible violations of law, including by Executive, and in each case, without advance notice to Executive. 5. Tax Matters; Section 409A. a. The Company shall have the right to withhold from any amount payable hereunder any federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation and other applicable payroll deductions. b. The intent of Executive and the Company is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and authoritative guidance promulgated thereunder (“Section 409A”), to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be exempt from or in compliance therewith, as applicable. To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind remuneration provided to Executive) during any one year may not affect amounts reimbursable or provided in any subsequent year. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments described herein that are due within the “short-term deferral period” within the meaning of Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent required to comply with the requirements of Section 409A, a termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A. For such purposes, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” In no event shall the timing of Executive’s execution of a release result, directly or indirectly, in Executive designating the calendar year of any payment hereunder, and, to the extent required by Section 409A, if a payment hereunder that is subject to execution of a release could be made in more than one taxable year, payment shall be made in the later taxable year. Notwithstanding anything to the contrary in this Agreement, if the Company determines (1) that on the date Executive’s employment with the Company terminates or at such other time that the Company determines to be relevant, Executive is a “specified employee” of MasterBrand and (2) that any payments to be provided to Executive pursuant to this Agreement are or may become subject to the additional tax under Section 409A or any other taxes or penalties imposed under Section 409A, if provided at the time otherwise required under this Agreement, then such payments shall be delayed
7 MasterBrand - General until the date that is six months after the date of Executive’s “separation from service” (as such term is defined under Section 409A) with the Company, or, if earlier, the date of Executive’s death. Any payments delayed pursuant to preceding sentence shall be made in a lump sum on the first day of the seventh month following Executive’s “separation from service,” or, if earlier, the date of Executive’s death. Neither the Company nor MasterBrand makes any representation that any or all of the payments or benefits to be provided pursuant to this Agreement will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. Executive shall be solely responsible for the payment of any taxes or penalties incurred under Section 409A. 6. Release of Claims. Executive, on behalf of Executive’s self and Executive’s heirs, executors, administrators, representatives, successors and assigns, hereby voluntarily, knowingly and willingly forever releases and forever discharges the Applicable Entities, together with all of each member of the Applicable Entities’ past and present owners, parents, subsidiaries and affiliates together with each of their members, officers, directors, shareholders, investors, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors and assigns (each, individually, a “Company Releasee,” collectively referred to as the “Company Releasees”), from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”), which Executive or Executive’s heirs, executors, administrators, representatives, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Agreement, including, but not limited to, any such Claims (A) relating in any way to Executive’s employment relationship with the Company, any member of the Company or any other Company Releasee, and (B) arising under any federal, local or state statute or regulation, including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Equal Pay Act, the Civil Rights Act of 1991, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Commission on Human Rights Act, Ohio Civil Rights Act and Ohio Whistleblowers’ Protection Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise, written or oral, formal or informal, between any member of the Company or any other Company Releasee and Executive; provided, however, that notwithstanding the foregoing, nothing contained in this Section 6 shall in any way diminish or impair: (x) any Claims that Executive may have that cannot be waived under applicable law such as unemployment benefits, workers’ compensation or disability benefits, (y) Executive’s rights under this Agreement, or (z) any rights Executive may have to vested benefits under employee benefit plans. 7. Executive Representations. Executive acknowledges and agrees that the Company and the other Company Releasees have fully satisfied any and all obligations owed to Executive arising out of or relating to Executive’s employment with the Company or any of the other Company Releasees, and no further sums, payments or benefits are owed to Executive by the Company or any of the other Company Releasees arising out of or relating to Executive’s employment with the Company or any of the other Company Releasees, except as expressly provided in this Agreement.
8 MasterBrand - General Executive represents that (a) Executive has disclosed to the Company, including in connection with any investigations, all material facts relating to any and all transactions between Executive or Executive’s affiliates (including any family members) and the Applicable Entities and (b) Executive has not violated applicable laws pertaining to Executive’s employment or service with the Applicable Entities or any policy of the Applicable Entities or obligation with respect to the Applicable Entities and has not taken any action that would constitute “Cause” or failed to take any action where such failure would constitute “Cause” (as defined in the Severance Agreement). 8. Remedies. In the event that Executive breaches any of the obligations under this Agreement, including a breach of Section 3 of this Agreement, or files an action released by this Agreement, Executive shall repay to the Company the full amount of the Separation Payments and Advisor Continued Payments already provided and the Integration RSU Payment, in addition to any other remedies to which the Company (or MasterBrand) may be entitled. In addition, the Company shall be entitled to its costs, including reasonable attorneys’ fees, from Executive, incurred as a result of such breach. Notwithstanding the foregoing, the requirement to repay to the Company the Separation Payments (including the Cash Severance Payment) and the Advisor Continued Payments already provided and the Integration RSU Payment does not apply should Executive challenge the validity of Executive’s waiver of age discrimination claims under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act in the Supplemental Release. 9. Non-admission of Liability or Wrongdoing. The Parties understand and agree that neither the execution of this Agreement nor any of the terms of this Agreement constitute an admission by any Party of any liability or wrongdoing on the part of that Party. 10. Successors and Assigns; Third-Party Beneficiaries. The Parties’ rights, obligations and agreements under this Agreement shall automatically inure to the benefit of and be binding on their parent, subsidiaries, affiliates, heirs, executors, legal representatives, successors and assigns without the need for further action by the Parties. All Company Releasees are expressly intended to be third-party beneficiaries of this Agreement and it may be enforced by each of them. 11. Return of Property. Executive agrees that upon Executive’s execution and delivery of this Agreement, Executive has returned to the Company any and all of the confidential information relating to the Applicable Entities and any other property of the Applicable Entities (which shall include, without limitation, any documents, records, files or other materials which contain confidential information and credit cards, keys, computers and equipment) in Executive’s possession. 12. Cooperation. Executive agrees to cooperate with the Company Releasees regarding any pending or subsequently filed litigation, claims, investigations (internal or otherwise) or other disputes involving the Company Releasees that relate to matters within the knowledge or responsibility of Executive. Without limiting the foregoing, Executive agrees (a) to meet with a Company Releasee’s representatives, counsel or other designees at mutually convenient times and places with respect to any items within the scope of this provision, (b) to provide truthful testimony regarding the same to any arbitral, administrative, regulatory, self-regulatory, judicial, legislative or other body or agency, (c) to provide the Company with notice of contact by any adverse party or such adverse party’s representative, except as may be required by law, (d) to promptly respond to questions from the Company, and (e) to provide the Company with access to documents and records relating to the Company. Except as provided in Section 4, Executive also agrees to promptly notify the Company upon receipt of any notice or contact (including whether written or oral, and including
9 MasterBrand - General any subpoena or deposition notice) requesting or compelling information or Executive’s testimony or requesting documents related to matters which Executive worked on while an employee of the Company, and Executive agrees to coordinate with the Company in any response thereto. Executive agrees that Executive will cooperate with the Company, including executing documents and providing requested information, as may reasonably be required to give effect to the provisions of this Agreement or for the Company to comply with applicable securities laws (including, but not limited to: the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Act of 2010). Executive’s failure to cooperate with the Company as outlined in this Section 12 shall constitute a material breach of this Agreement. 13. Severability. If any provision of this Agreement, or the application of such provision to any Party or circumstance shall be held to be invalid or unenforceable to any extent, (a) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, and (b) any such provisions or application of such provision held invalid or unenforceable, shall be reformed to be valid and enforceable to the fullest extent permitted by law, or if that is not possible, severed from this Agreement. 14. Incorporation. Sections 8 and 11 of the Severance Agreement shall apply mutatis mutandis to this Agreement. 15. Interpretation, Choice of Law, Venue and Jurisdiction. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of Ohio, without regard to principles of conflicts of law of Ohio or any other state. To the extent permitted by law, the Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Cleveland, Ohio. This Agreement has been mutually negotiated and drafted by the Parties, and shall not be interpreted for or against either party on the allegations or grounds that such party drafted or caused this Agreement to be drafted. 16. Clawback Policy. Executive acknowledges and agrees that Executive shall remain subject to MasterBrand’s Clawback Policy, dated as of September 6, 2023, and as may be amended and/or restated from time to time. 17. Amendment. This Agreement may not be modified, altered or changed except upon express written consent of Executive and the Company. 18. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered to have the force and effect of an original. 19. Entire Agreement. This Agreement, together with Section 6 of the Severance Agreement and any restrictive covenants set forth in any equity incentive award agreement entered into by and between Executive and MasterBrand, constitutes an integrated agreement, containing the entire understanding of the Parties with respect to the matters addressed in all of those agreements. This Agreement supersedes and replaces any and all prior or contemporaneous representations, restrictions, duties, obligations and/or agreements, whether oral or written, between or among them, regardless of subject matter, including, without limitation, the Severance Agreement; provided,
10 MasterBrand - General however, that this Agreement shall not supersede or otherwise affect the validity of the Continuing Obligations. [Signature Page Follows]
[Signature Page to Separation Agreement and Release] MasterBrand - General IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement, or have caused this Agreement to be duly executed and delivered on their behalf, as of the date first written above. Andrea Simon MASTERBRAND CABINETS LLC _________________________________ By: R. David Banyard, Jr. Title: President
MasterBrand - General SUPPLEMENTAL RELEASE OF CLAIMS This Supplemental Release of Claims (this “Supplemental Release”), dated as of October 23, 2026, is entered into between Andrea Simon (the “Executive”) and MasterBrand Cabinets LLC (the “Company”). WHEREAS, the Executive and the Company have entered into that certain Separation and Release Agreement, dated as of October 23, 2026 (the “Separation Agreement”), pursuant to which Executive’s employment with the Company and the other Applicable Entities (as defined in the Separation Agreement) will end on the Separation Date (as defined in the Separation Agreement); and WHEREAS, pursuant to the Separation Agreement, Executive’s timely execution, delivery and non-revocation of this Supplemental Release is a condition precedent to Executive’s entitlement to receive, as applicable, (i) the Cash Severance Payment (as defined in the Separation Agreement) and (ii) the Separation Payments (other than the Cash Severance Payment), the Advisor Continued Payments and the Integration RSU Payment (each as defined in the Separation Agreement) (such payments in clause (ii) collectively referred to as the “Severance Payments”). NOW, THEREFORE, the Executive and the Company agree as follows: 1. Release of Claims. Executive, on behalf of Executive’s self and Executive’s heirs, executors, administrators, representatives, successors and assigns, hereby voluntarily, knowingly and willingly forever releases and forever discharges the Applicable Entities, together with all of each member of the Applicable Entities’ past and present owners, parents, subsidiaries and affiliates together with each of their members, officers, directors, shareholders, investors, partners, employees, agents, representatives and attorneys, and each of their subsidiaries, affiliates, estates, predecessors, successors and assigns (each, individually, a “Company Releasee,” collectively referred to as the “Company Releasees”), from any and all rights, claims, charges, actions, causes of action, complaints, sums of money, suits, debts, covenants, contracts, agreements, promises, obligations, damages, demands or liabilities of every kind whatsoever, in law or in equity, whether known or unknown, suspected or unsuspected (collectively, “Claims”), which Executive or Executive’s heirs, executors, administrators, representatives, successors or assigns ever had, now have or may hereafter claim to have by reason of any matter, cause or thing whatsoever: (i) arising from the beginning of time up to the date Executive executes this Supplemental Release, including, but not limited to, any such Claims (A) relating in any way to Executive’s employment relationship with the Company, any member of the Company or any other Company Releasee, and (B) arising under any federal, local or state statute or regulation, including, without limitation, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (the “ADEA”), Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Equal Pay Act, the Civil Rights Act of 1991, the Worker Adjustment and Retraining Notification Act, the Fair Credit Reporting Act, the Genetic Information Nondiscrimination Act, the Immigration Reform and Control Act, the Texas Labor Code, the Texas Commission on Human Rights Act, Ohio Civil Rights Act and Ohio Whistleblowers’ Protection Act, each as amended and including each of their respective implementing regulations and/or any other federal, state, local or foreign law (statutory, regulatory or otherwise) that may be legally waived and released; (ii) arising out of or relating to the termination of Executive’s employment; or (iii) arising under or relating to any policy, agreement, understanding or promise,
MasterBrand - General written or oral, formal or informal, between any member of the Company or any other Company Releasee and Executive; provided, however, that notwithstanding the foregoing, nothing contained in this Section 1 shall in any way diminish or impair: (x) any Claims that Executive may have that cannot be waived under applicable law such as unemployment benefits, workers’ compensation or disability benefits, (y) Executive’s rights under this Supplemental Release and the Separation Agreement, or (z) any rights Executive may have to vested benefits under employee benefit plans. 2. Review and Revocation Rights. Executive acknowledges and agrees that Executive has (a) carefully read and understood the terms and effects of this Supplemental Release, (b) been advised by the Company to consult with, and has consulted with, an attorney prior to executing this Supplemental Release, (c) signed this Supplemental Release knowingly, voluntarily and of Executive’s own free will in exchange for good and valuable consideration to which Executive is not otherwise entitled and (d) the full power, capacity and authority to enter into this Supplemental Release. Executive further acknowledges and agrees that Executive has 21 days following receipt of this Supplemental Release to consider the terms of this Supplemental Release and sign and return this Supplemental Release; however, Executive may sign and return this Supplemental Release before the expiration of the 21-day consideration period. In the event that Executive executes and returns this Supplemental Release before the expiration of the 21-day consideration period, Executive acknowledges that such decision was entirely voluntary and that Executive had the opportunity to consider the Supplemental Release for the entire 21-day consideration period. Once signed, Executive will have seven days following the date on which Executive signed this Supplemental Release to revoke Executive’s consent to this Supplemental Release (the “Deadline”). Any such revocation must be in writing and be received by the Company prior to the end of the revocation period. This Supplemental Release will not become effective until the eighth calendar day after the date on which Executive executes it, which shall be the “Effective Date” of this Supplemental Release. If Executive does not execute and return this Supplemental Release on or before the Deadline, or if Executive revokes Executive’s consent within the seven-calendar-day revocation period set forth above, Executive shall forfeit, as applicable, the Cash Severance Payment and/or the Severance Payments, and this Supplemental Release will be null and void. Executive agrees that changes to this Supplemental Release, whether material or immaterial, will not restart the running of the 21-day consideration period. 3. ADEA Notice. Executive acknowledges and agrees that this Supplemental Release includes a waiver of claims under the ADEA and complies with the requirements of the Older Workers’ Benefit Protection Act, 29 U.S.C. §626(f). Executive specifically acknowledges that Executive understands that the Separation Payments are offered as consideration for Executive’s agreement to the general release of claims (including any claims based upon the ADEA) set forth in Section 1 above, as well as Executive’s compliance with this Supplemental Release. [Signature Page Follows]
[Signature Page to Supplemental Release] MasterBrand - General IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Supplemental Release, or have caused this Supplemental Release to be duly executed and delivered on their behalf, as of the date first written above. Andrea Simon MASTERBRAND CABINETS LLC _________________________________ By: R. David Banyard, Jr. Title: President
FOR IMMEDIATE RELEASE MasterBrand Announces CFO Transition Mark Young, Vice President and Chief Accounting Officer, Named VP and Interim CFO BEACHWOOD, Ohio – October 26, 2026 – MasterBrand, Inc. (NYSE: MBC, the “Company,” or “MasterBrand”), the largest residential cabinet manufacturer in North America, today announced the appointment of Mark Young, Vice President and Chief Accounting Officer, as Vice President and Interim Chief Financial Officer, effective immediately. He succeeds Andrea Simon, who has agreed to remain with the Company in an advisory capacity through March 31, 2027, to facilitate a seamless transition. The Company has initiated a comprehensive search process, with the assistance of a leading executive search firm, to identify a permanent CFO from internal and external candidates. Ms. Simon’s departure is not related to any issues with respect to the integrity of the Company’s financial statements or accounting policies and practices. “On behalf of the Board and management team, I'd like to thank Andi for her many contributions to MasterBrand over the past six years,” said Dave Banyard, MasterBrand’s President and Chief Executive Officer. “Her leadership helped establish MasterBrand as a standalone public company, and now is the right time to make this transition. We wish her all the best.” Mr. Young has served as MasterBrand’s Vice President and Chief Accounting Officer since joining the Company in 2022. In this role he has been responsible for financial reporting, internal controls, and accounting policy. He has more than 20 years of finance and accounting leadership experience across the manufacturing industry and public accounting. Prior to joining MasterBrand, Mr. Young held accounting leadership roles at Cooper Tire & Rubber Company, where he led the global accounting function and SEC reporting. Mr. Banyard continued, “Mark’s deep knowledge of our strategic priorities and financial operations makes him well positioned to serve as interim CFO at this important point in our integration journey following the merger with American Woodmark. Mark’s understanding of both businesses and prior integration experience will be instrumental in advancing the work underway. The Board and I have full confidence in his ability to lead the finance organization while we conduct a search for a permanent CFO.” About MasterBrand MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. Delivered through our exceptional distribution network, MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. Additional information can be found at www.masterbrand.com. Forward-Looking Statements Certain statements contained in this Press Release, other than purely historical information, including, but not limited to statements relating to our business plans and objectives, expected synergies and other expected benefits, and the assumptions upon which those statements are based, are forward-looking statements. Statements preceded by, followed by or that otherwise include the word “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “priorities,” “may increase,” “may fluctuate,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could,” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements.
These factors include those listed under “Risk Factors” in Part I, Item 1A of our Form 10-K for the fiscal year ended December 28, 2025, Part II, Item 1A of our subsequent Forms 10-Q and other filings with the SEC. The forward-looking statements included in this document are made as of the date of this Press Release and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this Press Release. Investor Relations Investorrelations@masterbrand.com Media Contact Media@masterbrand.com