Leadership changes at MasterBrand, Inc. (2026)

Departing: Andrea Simon, Chief Financial Officer, effective 2026-10-23

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").

Appointed: Mark A. Young, Chief Financial Officer

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.

Also stated in this filing

• 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.
• 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.

Departing: Navi Grewal, Chief Digital and Technology Officer, effective 2026-10-15

On September 22, 2026, Navi Grewal, Executive Vice President and Chief Digital and Technology Officer of MasterBrand, Inc. (the "Company"), notified the Company of her intent to resign from the Company, effective as of October 15, 2026, to pursue another opportunity.

Also stated in this filing

• Ms. Grewal's resignation is not related to any disagreement with the Company or any matters relating to the Company's operations, policies, or practices.

Reported

Board of Directors The following three (3) former directors of American Woodmark were appointed to serve as independent directors on the Board of Directors of MasterBrand (the "Board"), effective as of the Effective Time: Andrew Cogan, Philip Fracassa and Daniel Hendrix (the "Former American Woodmark Directors").

Also stated in this filing

• Given that the Closing is occurring prior to MasterBrand's Annual Meeting of Stockholders on June 4, 2026 (the "Annual Meeting") and because Mr. Fracassa is being added as a Class I director to the Board, as previously disclosed, Mr. Fracassa will be up for re-election with the other Class I directors at the Annual Meeting.
• Messrs. Cogan, Fracassa and Hendrix are each expected to receive compensation payable to nonemployee directors serving on the MasterBrand Board consistent with the policies summarized under the caption "Non-Employee Director Compensation" in MasterBrand's annual proxy statements.
• Other than the Merger Agreement, there are no arrangements between the Former American Woodmark Directors and any other person pursuant to which the Former American Woodmark Directors were selected as directors.
• Biographical Information Biographical information related to the Former American Woodmark Directors can be found in the definitive proxy statement on Schedule 14A filed by MasterBrand with the SEC on April 22, 2026.
• Chairman of the Board Pursuant to the terms of the Merger Agreement, David Petratis continues to serve as Chairman of the Board.

Appointed: Andrew Cogan, Director

On April 17, 2026, the MasterBrand Board, acting upon the recommendation of its Nominating and Governance Committee: (i) approved the increase in the size of the MasterBrand Board from eight (8) to eleven (11) directors and (ii) appointed Andrew Cogan, Philip Fracassa and Daniel Hendrix as the newest members of the MasterBrand Board, in each case, subject to and effective as of the Effective Time in accordance with the terms of the Merger Agreement.

Also stated in this filing

• As previously disclosed, on August 5, 2025, MasterBrand, Inc., a Delaware corporation ("MasterBrand"), entered into an Agreement and Plan of Merger (the "Merger Agreement," and the transactions contemplated thereby, the "Merger") with American Woodmark Corporation, a Virginia corporation ("American Woodmark"), and Maple Merger Sub, Inc., a Virginia corporation and a wholly owned subsidiary of MasterBrand.
• The Merger has not yet been consummated and is expected to close in the second calendar quarter of 2026, subject to required regulatory clearance and the satisfaction or waiver of other customary closing conditions.
• The Merger Agreement provides that, MasterBrand will take all actions necessary or appropriate to cause: (i) the size of the board of directors of MasterBrand (the "MasterBrand Board") to be increased from eight (8) to eleven (11) directors as of the effective time of the Merger (the "Effective Time") and (ii) the three (3) directors designated by American Woodmark and agreed upon with MasterBrand prior to the Effective Time to fill the vacancies caused by the increase in size of the Board.
• Mr. Cogan is expected to serve on Class III of the MasterBrand Board, Mr. Fracassa is expected to serve on Class I of the MasterBrand Board and Mr. Hendrix is expected to serve on Class II of the MasterBrand Board.