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)

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2025 Notice of Annual Meeting and Proxy Statement Fortune Brands Innovations Logo

520 Lake Cook Road, Deerfield, Illinois 60015

Notice of Annual Meeting

and Proxy Statement

March 31, 2025

Dear Fellow Shareholders:

We are pleased to invite you to the 2025 Annual Meeting of Shareholders (“Annual Meeting”) of Fortune Brands Innovations, Inc. ("Fortune Brands" or "the Company") on Wednesday, May 14, 2025 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.

Shareholders of record at the close of business on March 17, 2025, 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 77-81.

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 31, 2025.

Important Notice Regarding the Availability of Proxy Materials

for the 2025 Annual Meeting of Shareholders to be held on Wednesday, May 14, 2025.

This Notice of Annual Meeting and Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (“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 entire Proxy Statement carefully before voting. The following table summarizes the items that will be voted on at the Annual Meeting, along with the voting recommendations of the Board of Directors (the "Board").

See pages 77-81 for instructions on how to vote your shares. For voting assistance, shareholders may contact Kingsdale Advisors, the Company's strategic advisor and proxy solicitor, by telephone at 1-855-682-2023 (toll free in North America) or 1-646-491-9094 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com.

Fortune Brands Transformation Journey

Fortune Brands Innovations is a brand, innovation and channel leader focused on creating smarter, safer and more beautiful homes and improving lives. Our strategy is to focus on those parts of our categories that have the greatest potential for incremental growth. Over the past three years, we have executed several significant strategic and operational transformation initiatives to better position us a disruptive and highly innovative leader in our spaces and beyond. The successful execution of these initiatives has paved the way for long-term growth and value creation. The timeline below highlights some of the multi-year efforts we have undertaken to transform and evolve our business.
 

2024 Business and Operational Highlights

We made significant progress in our continued transformation into a growth-focused, highly innovative company amidst a dynamic external market during 2024. We continued to focus on outperforming our markets in the core portions of our business and accelerating growth in digital, all while making margin progress across our portfolio, generating cash and continuing to invest in our strategic priorities.

We made huge strides in our digital product portfolio, helping us along the path to generating $1+ billion in annual digital sales by 2030. Some 2024 digital highlights include:

We also continued to focus on growing the core by:

We made margin improvements by:

And we did all this while continuing to:

Below are key 2024 financial and capital performance highlights:

*See Appendix A for reconciliation of these non-GAAP measures.

Board of Directors

Corporate Governance Highlights

Our Board is committed to maintaining a strong corporate governance program designed to promote the long-term interests of our shareholders and strengthen Board and management accountability. As a company, we 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 15-29 of the Proxy Statement and highlighted below:

Compensation Program Highlights

The pie charts below show each element of 2024 annual target compensation, including the mix of short-term and long-term incentives and the amount of performance-based compensation and variable pay at risk, for the CEO and other NEOs (on average). Consistent with our compensation philosophy, 89% of our CEO's 2024 total target compensation was variable pay at risk and 71% was performance-based.

Importantly, both of these decisions were temporary in nature, were thoughtfully designed to address the unique circumstances following the separation of our cabinets business in late 2022 (the "Separation"), were consistent with our compensation philosophy and we had already reverted to our standard program design prior to the 2024 Say on Pay vote. For additional feedback received, as well as greater detail about this engagement effort and the Compensation Committee's responsiveness to the 2024 Say on Pay vote, see “2024 Say on Pay and Shareholder Engagement” in the CD&A on pages 37-40.

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 nine members and is divided into three classes, each having three-year terms that expire in successive years. The term of each director currently serving in Class II (Amit Banati, Irial Finan and Susan Kilsby) expires at the Annual Meeting. The Board has nominated Mr. Banati, Mr. Finan and Ms. Kilsby for a new term of three years expiring at the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each of the nominees has consented to be named as a nominee and to serve as a director, if elected. If any nominee becomes 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 II) and the current Class I 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.

2025 NOMINEES FOR ELECTION – CLASS II DIRECTORS – TERM EXPIRING 2028

CLASS III DIRECTORS – TERM EXPIRING 2026

CLASS I DIRECTORS – TERM EXPIRING 2027

Corporate Governance

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

Board Refreshment and Succession

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. New board members bring a fresh perspective to the Board as a whole, while longer tenured board members offer continuity and a deeper understanding of the Company. The Nominating, Environmental, Social and Governance Committee ("NESG Committee") assesses the composition of the Board and aims to strike a balance between Board members with longer term service and newer members. The NESG Committee believes that having a mix of tenure is critical to the effectiveness of the Board as a group over time.

Over the past five years, the Board's strong commitment to succession and refreshment has been demonstrated by the nomination of five new directors. The NESG Committee has a robust Board succession planning process that includes an assessment of the composition of the Board, the current and future needs of the Board compared to the Company's strategy and a process to build a pipeline for future candidates.

The Board maintains a retirement age policy stating that it generally will not re-nominate a director at the annual meeting of shareholders following his or her 72nd birthday. 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 shareholders, however, such discretion has not been applied.

Director Independence

The Company’s Corporate Governance Principles provide that a majority of the members of the Board shall be independent directors. New York Stock Exchange requirements, as well as the Company’s committee charters, require that each member of the Audit, Compensation and NESG Committees be independent.

The Board applies the definition of independence found in the New York Stock Exchange Listed Company Manual in determining which directors are independent. When determining each director’s independence, the Board also considered charitable contributions made by the Company to organizations with which each director is affiliated. The Company's Corporate Governance Principles require that each independent director promptly discloses to the Board any existing or proposed relationships or transactions that could impact his or her independence.

Applying that definition, Messrs. Banati, Finan, Mackay, Perry and Mses. Chande, Hackett, Kilsby and Pugliese, as well as Messrs. John G. Morikis and Ronald V. Waters, who formerly served as directors until May 2024, were affirmatively determined by the Board to be independent. Due to Mr. Fink’s employment with the Company, he is not considered independent.

Board Leadership Structure

The Board of Directors has determined that is in the best interests of our shareholders to have an independent, non-executive chair serve as the Company’s Board Chair. This leadership structure aids the Board’s oversight of management and allows our 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, leading the board evaluation process, 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. 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 2024, Ms. Kilsby led these sessions. In addition, the Audit, Compensation and NESG committees each met in executive session during the year, as deemed appropriate by the committee chair. These sessions were led by the chair of the 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 shareholders, 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 shareholder 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.

With respect to the nomination of continuing directors for re-election, the individual’s contributions to the Board are considered. Under the retirement age policy, the Board generally will not re-nominate a director at the annual meeting of shareholders 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 shareholders.

The NESG Committee has engaged a search firm to assist with our director succession planning process. In connection with seeking new director candidates as part of the succession planning process, or any time there is a vacancy on the Board, the practice of the NESG Committee has been to retain a third-party search firm to assist in identifying qualified candidates who meet the needs of the Board at that time.

It is the NESG Committee’s policy to consider director candidates recommended by shareholders, if such recommendations are properly submitted to the Company. Shareholders 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 shareholder 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 shareholder making the recommendation to discuss the qualifications of the candidate and the shareholder’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 shareholder to directly nominate a candidate for director, such shareholder must follow the procedures set forth in the Company’s Bylaws.

Board and Committee Evaluation Process

Our Board believes that an effective evaluation process can strengthen alignment, increase effectiveness and provide an opportunity to improve Board and committee processes. The NESG Chair, who also serves as the Chair of the Board, facilitates an annual evaluation of the Board and its committees.

Director Education and Orientation

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 2024, management brought in a leading expert to further educate our Board on current geopolitical risks in countries where the Company operates its businesses.

The Company also makes continuing education opportunities available to directors to further their knowledge about director duties and responsibilities. These activities are designed to ensure that the Board remains knowledgeable about the most important issues affecting our Company and its businesses. In addition, the Company's director education program provides directors with access to in-person and online training, as well as resources, articles and surveys on a variety of topics relating to board and committee oversight and corporate governance. In 2024, several directors participated in continuing education through the Company sponsored director education program and through other seminars and training sessions.

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 on-boarding process. New director orientation is tailored to complement the background of the new director.

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 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.

Policy with Respect to Service on Other Boards

Under our Corporate Governance Principles, our directors are restricted from serving on more than three public company boards in addition to the Company’s Board; provided, however, that if a director serves as a chief executive officer of a public company, such director is further restricted from serving on more than one public company board in addition to the Company’s Board. The Board's Audit Committee members are subject to a restriction from serving on more than two other publicly traded companies' audit committees. Under the policy, directors are required to obtain approval from the Chair of the NESG Committee before accepting any offer to serve as a director of another public company. In addition, the NESG Committee annually reviews the outside commitments of our directors and executives, whether public, private or charitable, on an annual basis.

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 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 December 31, 2023, the Company did not participate in any transactions required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act") 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 Company Stock, had a direct or indirect material interest.

Communication with the Board

The Board and management encourage communication from the Company’s shareholders. Shareholders 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. Shareholders 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 Chair 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. 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 cybersecurity risk insurance coverage to defray the costs of potential information security breaches. Annually, management assesses and ranks cybersecurity risks identified through our ERM program according to the likelihood of occurrence and the potential monetary impact, which the Audit Committee reviews. Management also identifies and provides the Audit Committee with quarterly updates on these risks. The Company conducts cybersecurity training annually for its employees and conducts 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 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 on a quarterly basis. In 2024, the Company’s chief information officer reported to the full Board on the Company’s cybersecurity programs and risk mitigation efforts. 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") conducts an annual assessment of the risks associated with the compensation programs and practices used to compensate the Company’s executives and reports on the assessment to the Compensation Committee. In 2024, WTW conducted a review of our compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way that could materially affect the Company. The 2024 review concluded that we have strong governance procedures and that our compensation programs do not present a material risk to the Company or encourage excessive risk-taking by participants. 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.

Leadership Succession and Talent Management Risks

The Board recognizes that retention of highly-qualified leadership talent is critical to our continued strong performance and to effective succession planning. Given the importance of CEO and executive officer succession planning, the Board, as a whole, maintains responsibility for oversight, rather than delegating this responsibility to a Board committee. The Board also oversees talent development of senior leaders, with regular and direct interaction with a variety of senior and emerging leaders throughout the year.

As part of this process, succession candidates for executive leadership positions are identified and assessed, taking into account demonstrated performance, leadership qualities, institutional knowledge, and potential to take on more complex responsibilities. The Board considers various succession-related factors, including: (i) the potential retention risk regarding incumbent executives and the identified succession candidates; (ii) the importance of the role within the organization and the institutional knowledge of each executive; (iii) the competitive landscape for executive talent; (iv) the specific succession planning time horizon for each senior executive position; and (v) the extent of disruption likely to be caused by unplanned attrition.

Our ESG Program: Good for People, Good for Planet, Good for Business

Our portfolio is geared toward products with value-add, meaningful sustainability and safety attributes. We focus on the areas where we believe we can make the biggest impacts. We leverage our leading positions, advantaged business model and talented team to deliver inspiring products that help:

We believe that sustainability and safety are core drivers of long-term value creation and represent growth opportunities, and they are embedded in our strategy. We have dedicated significant resources toward developing innovative products that positively impact the lives of our consumers and to produce these products using increasingly sustainable methods.

We have brands that create impact, and increasingly, we are looking to deliver ecosystems that change the game, like our Moen Smart Water Network. We are leveraging our innovation and channel expertise to meet consumer and customer needs. Delivering products with a positive impact is engrained in our Company strategy. In this way, we believe Fortune Brands has big opportunities to grow in ways that are good for Fortune Brands, people and the planet.

Our Board, in conjunction with the NESG Committee, oversees our ONE Home, our ESG program and initiatives throughout our Company.

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 communities. Our ESG program is designed to contribute to our Company strategy and business by:

By focusing on initiatives like water conservation, material conversion, and safety, we strive to ensure that ESG is seamlessly connected to both our business purpose and long-term shareholder returns.

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 shareholder value. To accomplish this, the Company maintains a non-employee director compensation program that consists of cash and equity retainers.

Compensation Elements

Below is a description of the 2024 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 Company's Non-Employee Director 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 directors currently meet the multiple or fall within the five-year time period allowed to meet the multiple under the Stock Ownership Guidelines.

Director Benefits

All non-employee directors are provided with basic group life and accidental death and dismemberment and business travel accident insurance coverage. Non-employee directors are also provided with a concierge health service program benefit that provides medical advocacy and assistance and a cybersecurity privacy protection program that provides credit monitoring and identity theft protection. Certain broad-based plans, which are generally available to employees, such as matching on charitable contributions and Company product purchase programs, are also available to non-employee directors. Personal use of Company aircraft is generally not permitted to Board members or executives (other than the CEO); however, in limited emergency circumstances this policy can be waived by the Chief Executive Officer.

Stock Ownership Guidelines

To further align the Board’s interests with those of our shareholders, 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 75-76.

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 Company Stock.

* Although Mr. Fink serves as a member of the Board, he does not receive any additional compensation for such service. Messrs. John G. Morikis and Ronald V. Waters retired from the Board in May 2024.

Executive Summary

2024 Business Highlights

As discussed in the Proxy Summary above, our Company is at a key point in its evolution. Since 2022, we have been undergoing a major strategic and operational transformation. This ongoing, multi-year initiative is spearheaded by Mr. Fink along with a highly-talented executive team. We are evolving into a digitally enabled growth focused company with significant opportunities to innovate and disrupt our industry. During 2024, our Company focused on sales outperformance, margin expansion and cash generation. Highlights include:

2024 Executive Compensation Highlights*

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 support long-term shareholder value creation.