PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

Annual Meeting Information

Time and Date

Location Location*

Record Date

Tuesday, April 28, 2020May 16, 2023 at 8:00 a.m. (CDT)

Renaissance Chicago North Shore Hotel500 Corporate Center 933 Skokie Boulevard, Northbrook,Starlight Cafe entrance 520 Lake Cook Road, Deerfield, Illinois

March 2, 202017, 2023

These materials are provided in connection with the solicitation by the Board of Directors (the “Board”) of Fortune Brands Home & Security, Inc. (“Fortune Brands” or the “Company”) of proxies to be voted at our Annual Meeting or any adjournment or postponement of the Annual Meeting.

Agenda and Voting Recommendations

This summaryProxy Summary highlights selected information in this Proxy Statement as well as select business information, and does not contain all of the information that you should consider in deciding how to vote. Please read the complete Proxy Statement carefully before voting. The following table summarizes the items that will be voted on at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), along with the Board’s voting recommendations.

See pages46-4959-63 for instructions on how to vote your shares.

2019 BUSINESS HIGHLIGHTS

Our 2022 Transformation

2022 was a transformative year for our Company. It was also a challenging year for our Company and the market for our products. In the second half of 2022, the market experienced a sudden slow down, driven by higher interest rates and affordability concerns, which impacted Company results. In addition, the Company was also impacted by continued inflation and inventory pressures as we saw typical seasonality return to the business. Notwithstanding this challenging environment, our teams delivered a significant transformation of our businesses. We also took decisive actions to reduce our fixed cost base and to preserve our margin while maintaining investments in our key strategic initiatives, including our digital transformation, brand-building, and incremental capacity critical to our long-term growth. Our team executed the following transformational initiatives during 2022:

Amidst a challenging external macro environment that negatively impacted our results, we believe that our teams’ strong performance executing our transformative initiatives, while reducing cost and increasing efficiency, has positioned the Company for long-term growth. Our 2022 results were:

The New Fortune Brands: Fortune Brands Innovations, Inc.

Fortune Brands Innovations is powered by our brands, innovation, and service that provides a unique value to our customers. Following the Separation, our product portfolio is focused on Water, Outdoors and Security, and is now more heavily weighted toward smaller ticket repair and remodel items and less exposed to market cyclicality. Our focus on innovative products and operations are drivers of our growth, productivity enhancement, and margin expansion. Our category management expertise and strong customer relationships enables us to provide greater consistency and pricing discipline.

Water Innovations		Outdoors & Security
Water Innovations is an industry leader with a powerful collection of water brands and focused on developing the future of water for today’s consumers. Water Innovations designs, manufactures, markets and distributes a growing portfolio of connected products, water management offerings, as well as consumer plumbing products, including faucets, showers, sinks and tubs.		The Outdoors & Security segment is focused on driving growth in the attractive outdoor living space with products engineered for performance, providing homeowners protection and security. The segment’s products include a collection of digitally connected security products, as well as exterior entryway, storm, security and screen doors; eco-friendly synthetic decking, cladding and railing; retractable screens and porch windows; safety and security devices.

We believe the Fortune Brands Advantage, a set of unifying capabilities leveraged across the Company, enables us to drive category management performance, simplify workstreams to better enable efficiencies, reduce costs by leveraging our global supply chain and enable the advancement of our digital strategy and capabilities.

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We continue to be driven by our culture of doing the right thing, as evidenced by our safety records, Environmental, Social and Governance (“ESG”) programs and our focus on innovating products that help address some of the world’s most pressing sustainability and safety issues.

BOARD OF DIRECTORS

2023 Director Nominees – Class III – Term Expiring 2026
Name and Principal Occupation		Age		Director  Since		Independent		Board Committees		Other Public Company Boards
Nicholas I. Fink Chief Executive Officer of Fortune Brands		48		2020				Executive		Constellation Brands, Inc.
Stephanie Pugliese Former President, Americas, Under Armour, Inc.		52		2023		✓		Audit Nominating, Environmental, Social & Governance		None
A. D. David Mackay Former Chairman and Chief Executive Officer, Kellogg Company		67		2011		✓		Audit Compensation (Chair)		The Clorox Company

SUCCESSION AND REFRESHMENT In accordance with the Board’s retirement age policy, the Board did not nominate Mr. Thomas to stand for re-election at the Annual Meeting. In anticipation of Mr. Thomas’ retirement from the Board, our Board welcomed Stephanie Pugliese as a Class III director in March 2023, following a thoughtful and comprehensive board succession planning process led by our Nominating, Environmental, Social & Governance Committee (the “NESG Committee”). Ms. Pugliese’s experience as a commercial and strategic business leader with oversight of digital and e-commerce businesses at Under Armour, Inc. and Duluth Holdings, Inc. brings valuable perspective to our Board. Ms. Pugliese is serving on our Audit Committee and NESG Committee.

The addition of Ms. Pugliese to our Board increases the Board’s diversity. Following Mr. Thomas’ retirement from our Board in May 2023, our Board composition will be:

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CORPORATE GOVERNANCE HIGHLIGHTS

Our Board is committed to maintaining a strong corporate governance program designed to promote the long-term interests of our shareholdersstockholders and strengthen Board and management accountability. As a company, we’rewe are committed to core values that includereflect a strong culture of integrity and accountability. These practices are reflected in our corporate governance policies, which are described in more detail on pages8-1412-20 of the Proxy Statement and highlighted below:

SUCCESSFUL LEADERSHIP TRANSITIONIn January 2020, Nicholas Fink became our new Chief Executive Officer (“CEO”) following Christopher Klein’s retirement after 8 years as the Company’s CEO. Mr. Klein continues to serve as Executive Chairman of theENVIRONMENTAL, SOCIAL AND GOVERNANCE HIGHLIGHTS

Our Board of Directors is committed to overseeing our ESG initiatives throughout Fortune Brands. We dedicate significant resources toward developing innovative products that positively impact the lives of our consumers, and Mr. David Thomas, former Chairman, now servesto produce these products using increasingly sustainable methods. We are committed to being a good corporate citizen by ensuring high safety standards for our associates, fostering an inclusive culture and giving back to our larger communities. We believe that the high standards by which we conduct our business will help us to build on our strengths and continually improve how we measure and monitor our progress on ESG-related initiatives.

Safety Safety is integral to Company culture and is a top priority, as reflected in our goal of zero safety incidents and through our efforts to create an injury-free workplace.

Diversity, Equity& Inclusion (“DEI”)We continued to advance our DEI strategy and initiatives during 2022. Recent additions to the Company’s leadership team shows the Board’s Lead Independent Director.

Mr. Fink’s appointment isand management’s commitment to increasing representation of professionals of color and women. In addition, we expanded our employee resource groups and continued to offer unconscious bias learning programs throughout the result oforganization during 2022. We are committed to making employment data publicly available to our Board’s active engagement in a thoughtfulstakeholders and comprehensive multi-year succession planning process led bywill make our former Chairman (Mr. Thomas)EE0-1 report available on our website later this year and the Chair of our Compensation Committee (Ms. Hackett), who worked with Mr. Klein to identify and develop talented internal candidates. Our Board determined that Mr. Fink’s leadership with industry-leading consumer brands and his proven track record of driving continued growth and performance improvement in our businesses, as well as his deep understanding of our markets, uniquely positioned him to lead our businesses in our Company’s next phase of growth.

BOARD REFRESHMENTOur Board welcomed Irial Finan as a Class II director in February 2019 in anticipation of Norman Wesley’s retirement from the Board following our Annual Shareholder Meeting in May 2019. Mr. Finan’s international consumer products experiencenext filing with The Coca-Cola Company and its worldwide bottling operations brings valuable perspective to our Board. Mr. Finan serves on our Compensation Committee and our Nominating Committee.the U.S. Equal Employment Opportunity Commission.

ENVIRONMENTAL, SOCIALAND GOVERNANCE (“ESG”)Management continues to focus on operating our businesses responsibly. For information about our 2019 ESG efforts, see our annual ESG report atwww.fbhs.com/global-citizenship/esg. Although the Board’s Nominating & Corporate Governance Committee has been responsible for the oversight of ESG related matters, in February 2020 the Nominating & Corporate Governance Committee refreshed its charter to clarify the committee’s oversight role in the Company’s ESG initiatives and changed its name to the Nominating, Environmental, Social and Governance Committee (the “Nominating Committee”).

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Please see the resources available on our website at https://www.fbin.com/corporate-responsibility/esg-reporting. Our 2022 ESG Report will be available on our website in the second quarter of 2023. Information provided on the Company’s website is not incorporated by reference into this Proxy Statement.

COMPENSATION HIGHLIGHTS

CPOMPENSATIONAYFOR PRACTICESERFORMANCEOur executive compensation program is designed to reward named executive officers (“NEOs”) for the achievement of both strategic and operational goals that support the creation of long-term stockholder value. The Compensation Discussion & Analysis (CD&A) section beginningvast majority of each NEO’s annual target compensation is at-risk because most compensation paid to our NEOs is dependent upon Company performance and/or stock price. In 2022:

Over the past five years, our stockholders have overwhelmingly supported our executive compensation program, with an average approval of approximately 93% of the votes cast for the Company’s annual say on pay vote. COMPENSATION PRACTICESThe Compensation Discussion & Analysis (“CD&A”) section beginning on page 23 includes additional detail on the following compensation highlights:

PAYFOR PERFORMANCEOur executive compensation program is designed to reward NEOs for the achievement of both short-term and long-term strategic and operational goals that lead to the creation of long-term stockholder value. The vast majority of each NEO’s annual target compensation isat-risk because the compensation that is actually paid is dependent upon Company (or business segment) performance and/or the Company’s stock price. In 2019:

Summary of Qualification of Directors

The Board believeshas identified certain qualifications that are required of all directors must possessdirectors. Additionally, the Board seeks to maintain a considerable amountdiverse set of educationskills, knowledge, experiences, backgrounds and business management experience. The Board also believes that it is necessary for each of the Company’s directors to possess certain general qualities, while there are other skills and experiences that should beviewpoints represented on theour Board as a whole, but not necessarily by each individual director.

General qualities for all directors:Qualifications Required of All Directors

Specific experiences, qualifications, and backgrounds to be representedKey Skills Represented on the Board as a whole:

The process used by the Nominating Committee in recommending qualified director candidates is described below under Corporate Governance – Director Nomination Process (see page 9 of this Proxy Statement).

Election of Class III Directors

The Board currently consists of nine11 members and is divided into three classes, each having three yearthree-year terms that expire in successive years. The term of Messrs. Nicholas I. Fink, A. D. David Mackay and David M. Thomas, each currently serving as Class III directors expires at the 2020 Annual Meeting of Stockholders. Mr. FinkMs. Stephanie Pugliese was appointed by the Board to serve as a Class III Director effective in January 2020.March 2023. The term of each director currently serving in Class III (Messrs. Nicholas I. Fink, A.D. David Mackay, David M. Thomas and Ms. Pugliese) expires at the Annual Meeting. The Board has nominated Messrs. Fink and Mackay and ThomasMs. Pugliese for a new term of three years expiring at the 20232026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Shares cannot be votedMr. Thomas will not stand for more thanre-election and will retire immediately following the Annual Meeting. Mr. Thomas has served as a valuable member of our Board since 2011, serving in positions as non-executive chairman, lead independent director and chair of the NESG Committee over the course of his tenure. We thank him for his dedicated service to the Company and the Board. Following Mr. Thomas’ retirement, the number of nominees proposed forre-election.directors will be reduced from 11 to 10 members.

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

The names of the nominees (Class III) and the current Class I and Class II 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.

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The Board of Directors recommends that you vote FOR the election of each nominee named above.

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

Corporate Governance Principles

The Board adoptedmaintains a set of Corporate Governance Principles which describe our corporate governance practices and address corporate governance issues such as Board composition and responsibilities, Board meeting procedures, the establishment of Board committees, management succession planning process and review of risks. The Corporate Governance Principles, which were enhanced in December 2022, most notably to include a Director Code of Conduct, are available athttps://ir.fbhs.com/ir.fbin.com/governing-high-standards.

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 Nominating 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 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 were enhanced in 2022 to ensure 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, Morikis, Perry, Thomas, Waters and Mses. Hackett, Kilsby and KilsbyPugliese were affirmatively determined by the Board to be independent. Due to Messrs.Mr. Fink’s and Klein’s employment with the Company, they arehe is not considered independent. In addition, Norman Wesley, who also served on the Board for a period of time during 2019, was determined to be independent.

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

Policies with Respect to Transactions with Related Persons

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

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

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The NominatingNESG 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.

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

Mr. Fink was identified as successor to Mr. Klein through the Board’s CEO succession planning process. In September 2019, Mr. Klein announced his decision to retire as CEO. At that time, the Board appointed Mr. Klein as Executive Chairman of the Board and Nicholas Fink as the new Chief Executive Officer, as well as a Class III member of the Board of Directors, all effective in January 2020.

With respect to the nomination of continuing directors forre-election, the individual’s contributions to the Board are considered. For the purpose of this Annual Meeting, the Nominating Committee recommended the nomination of Messrs. Fink, Mackay and Thomas as Class III directors.

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

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

Communication with the Board

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

Board Leadership Structure

SinceThe Board of Directors has determined that is in the Company becamebest interests of our stockholders to have an independent, stand-alone company in 2011,non-executive chair serve as the positionCompany’s Board Chair at this time. This leadership structure aids the Board’s oversight of management and allows our Chief Executive Officer to focus primarily on his management responsibilities. The non-executive Chair has the responsibility of presiding over all meetings of the Chairman andBoard, consulting with the Chief Executive Officer have been separate. To support an effective successionon Board meeting agendas, acting as a liaison between management and transitionthe non-management directors, including maintaining frequent contact with the Chief Executive Officer and advising him or her on the efficiency of Board meetings, facilitating teamwork and communication between the non-management directors and management, as well as additional responsibilities that are more fully described in the Company’s Corporate Governance Principles. In addition, the Company’s non-executive Chair facilitates the Board’s annual performance assessment of the Chief Executive Officer role to Mr. Fink, which took effect on January 6, 2020, the Board determined that the appropriate Board leadership structure is for Mr. Klein, formerly Chief Executive Officer, to serve as Executive Chairman. We believe that this structure is appropriate for the Company because it allows Mr. Klein, with his unique experience as the former Chief Executive Officer, to lead the Board and to support Mr. Fink during this time of transition.

In connection with Mr. Klein’s transition to Executive Chairman, the Board also appointed Mr. Thomas as Lead Independent Director. As Lead Independent Director, Mr. Thomas serves as a liaison between senior management and the Company’s independent directors and presides at executive sessions of the Board. The role of the Lead Independent Director was created to provide effective oversight and reinforce the Board’s independence. We believe that the leadership structure currently utilized by the Board provides effective independent Board leadership and oversight.Officer.

The Board does not believe that a single leadership structure is right at all times, so the Board periodically reviews its leadership structure to determine, based on the circumstances at the time, whether other leadership structures might be appropriate for the Company. The Board has been and remains committed to maintaining strong corporate governance 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. Prior to 2020,management and are led by thenon-executive Chairman of the BoardNon-Executive Chair. During 2022, Ms. Kilsby led these sessions. Starting in 2020, the Lead Director leads these sessions. In addition, Board Committeescommittees also meet regularly in executive session without the presence of management.periodically as deemed appropriate by such committee.

Meeting Attendance

The Board of Directors met five times in 2019. Each director attended more than 75% of the total meetings of the Board and committees of the Board of which the director was a member during 2019 with one exception. Due to unexpected personal family circumstances, Mr. Finan was unable to attend our July Board and Committee meetings, resulting in his attendance dropping slightly below 75%. Pursuant to the Company’s Corporate Governance Principles, all directors are encouraged to attend the Annual Meeting of Shareholders. All of the directors attended the Company’s 2019 Annual Meeting of Stockholders.

assesses and ranks these risks according to the likelihood of occurrence and the potential monetary impact. It also assesses the impact of these risks and determines howCompany’s plans to mitigate such risks. The Audit Committee managesAnnually, management identifies and assesses the Company’senterprise risk management program, which the Audit Committee reviews. Cybersecurity-related risks and reviewscertain climate-related risks, such as physical risk to our operations and supply chains and commodity price volatility resulting from severe weather events caused climate change and new regulations designed to protect the resultsenvironment, are some of the annual assessment.external risks assessed in the enterprise risk management program. Management also provides the Audit Committee with quarterly updates on the Company’s risks, which includes an updaterisks. The Company has a comprehensive enterprise-wide cybersecurity program aligned to the U.S. Department of Commerce National Institute of Standards and Technology Cybersecurity Framework industry standards and maintains security risk insurance coverage to defray the costs of potential information security breaches. The Company conducts automated online training twice a year for its employees and mock phishing campaigns on a regular basis throughout the year. The Company’s cybersecurity related risks. In addition,team provides regular updates to our senior executives and typically reports twice a year to the Audit Committee oversees managementon the status of the Company’s financialsecurity posture and our efforts to identify and mitigate cybersecurity risks. In 2022, the Company’s chief information officer also reported to the full Board on the Company’s cybersecurity programs and risk mitigation efforts.

The Compensation Committee is responsible for overseeing the management of risks relating to the compensation paid to the Company’s executives and the Company’s compensation plans. Annually, the Compensation Committee’s independent compensation consultant conducts an assessment of the risks associated with the Company’s executive compensation policies and practices. The compensation consultant conducts a more extensive review of all of the Company’s broad-based compensation incentive arrangements every few years. In 2019,2022, the compensation consultant conducted the broadera review of allthe Company’s executive compensation arrangements. For more information about that assessment see “Compensation Risks” below.

The NominatingNESG Committee manages risks associated with the independence of the Board, potential conflicts of interest of Board members and the Company’s corporate governance structure, as well as management ofstructure. In addition, the NESG Committee oversees the Company’s ESG programs, initiatives and related risks, associated withwhich include the environment,Company’s environmental, health and safety, diversity,DEI, philanthropy, global citizenship and other social and governance programs and policies. Management reports to the NESG Committee on the Company’s safety programs and statistics as well as the Company’s DEI strategy and goals.

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

Compensation Risks

The Compensation Committee’s compensation consultant, Willis Towers Watson (“WTW”) conducts an annual assessment of the risks associated with the compensation policies and practices used to compensate the Company’s executives and reports on the assessment to the Compensation Committee. In 20192022, the Company’s compensation consultant analyzed the elements of executive compensation to determine whether any portion of executive compensation encouraged excessive risk taking and whether incentive designs include appropriate risk-mitigation provisions. After reviewing the compensation consultant’s analysis, the Compensation Committee concluded that none of the Company’s executive compensation arrangements encourage excessive risk taking and are consistent with the structure and design of other companies of similar size and industry sector. The Company utilizes the following risk-mitigating design features:

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

Meeting Attendance

Each director attended more than 90% of the total meetings of the Board and committees of the Board of which the director was a member during 2022. The Board and its committees held the following number of meetings during 2022:

Pursuant to the Company’s Corporate Governance Principles, all directors are encouraged to attend the Annual Meeting of Stockholders. All of the Company’s then-serving directors attended our 2022 Annual Stockholder Meeting.

Board Committees

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

 An “X” indicates membership on the committee.

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

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Audit Committee

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

Each member of the Audit Committee (Messrs. Banati, Mackay, Morikis, Perry, Thomas and Waters),Waters and Ms. Pugliese) is financially literate. Each ofIn addition, Messrs. Banati, Mackay, Perry, Thomas and Waters haseach have accounting or financial management expertise and is an audit committee financial expert as defined in Item 407(d)(5)(ii) and (iii) of RegulationS-K under the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). As required by its charter, each Audit Committee member has also been determined by our Board to be independent as such term is defined in the Exchange Act and the New York Stock Exchange Listed Company Manual. The Audit Committee met nine times in 2019.

Compensation Committee. WTW also provided certain human capital, benefits and corporate risk and brokering services to the Company for which WTW received approximately $1.28 million. The Compensation Committee engages andid not review or approve these additional services provided by WTW to the Company because they are of the type directly secured by management in the ordinary course of business. In their capacity as outside compensation consultant. Meridian Compensation Partners, LLC (“Meridian”) was retained directly by and reportsconsultant, WTW reported directly to the Compensation Committee. In 2019, MeridianCommittee and provided the following services and information to the Compensation Committee:

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

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Fortune Brands is committed to attracting and retaining qualified and experienced directors thatto contribute to the Board’s effectiveness and the Company’s goal of maximizing stockholder value. To accomplish this, the Company maintains anon-employee director compensation program that consists of cash feesretainers and Company stock. During 2019, the Board did not make any changes to the structure of or the amounts provided under thenon-employee director compensation program. Below is a description of the 2022 non-employee director compensation program.

Cash Fees

During 2019,

No changes were made to the annual cash fee for services as anon-employee director of the Company was $90,000. The members of the Audit Committee (Messrs. Mackay, Morikis, Thomas and Waters) and the Compensation Committee (Mses. Hackett and Kilsby and Messrs. Finan, Mackay and Morikis) received an additional annual cash fee of $7,500 for their service on each of these committees. In addition, the chairperson of each of the Audit, Compensation and Nominating Committees received an additional annual cash fee of $15,000 for such service (Mr. Waters, Ms. Hackett and Mr. Thomas, respectively). Mr. Thomas received an additional annual cash fee of $200,000 for his service asnon-executive Chairman of the Boardcompensation program during 2019. Directors may elect to receive payment of their cash fees in Company stock rather than cash.

In January 2020, Mr. Klein assumed the role of Executive Chairman of the Board and Mr. Thomas assumed the role of Lead Independent Director. As a result of the change in the Board leadership structure, the Board eliminated the additional annual cash fee of $200,000 for service as thenon-executive Chairman of the Board and approved an annual fee of $50,000 for service as the Lead Independent Director, effective January 2020.

Stock Awards

2022. In May 2019,2022, eachnon-employee director received an annual stock grant that was based on a set dollar value of $135,000. The number of shares granted was determined by dividing the dollar value of the annual stock grant ($135,000)145,000) by the closing price of the Company’s stock on the grant date ($55.16)73.94), rounded to the nearest share. Accordingly, 2,4471,961 shares of Company stock were granted to each of the then serving non-employee directors. Directors may elect

Due to defer receiptthe Separation and the establishment of theira new compensation peer group, the NESG Committee, with the assistance of WTW, assessed the Board’s compensation program, its elements and amounts paid. Based on this assessment, effective beginning in January 2023, the Board eliminated committee membership fees, increased the annual cash retainer to $120,000 per year and increased the value of the annual equity retainer to $160,000.

In connection with the Separation, Ms. Hackett was credited with one notional share of MasterBrand stock awards untilunder the January followingMasterBrand non-employee director compensation plan for every notional share held in Ms. Hackett’s deferral account under the year in which the individual ceases servingCompany’s Non-Employee Director Deferred Compensation Plan, to reflect her continuing role as a director of the Company.Company and as a director of MasterBrand.

Director Stock Ownership Guidelines

To further align the Board’s interests with those of our stockholders, the Board maintains Stock Ownership Guidelines fornon-employee directors. The guidelines encouragenon-employee directors to own Company stock with a fair market value equal to five times the annual cash fee ($450,000 based on the annual fee currently set at $90,000). The guidelinesretainer (for 2022, $500,000) and allow directors five years from the date of the director’s election to the Board to meet the guidelines. All of our directors currently meetShares owned directly by a director, the multiple director’s spouse,

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minor children sharing the same home and any trust in which the director is a trustee with voting and/or fall withininvestment power, as well as any shares that have been granted to a director, but receipt has been deferred pursuant to the five year time period allowed to meet the multiple under the Stock Ownership Guidelines.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 pages44-45. 57-58.

This Compensation Discussion and Analysis (“CD&A”)&A describes the Company’sFortune Brands’ executive compensation program and explains how the Compensation Committee made compensation decisions for the following Named Executive Officers (the “NEOs”)NEOs in 2019:2022^*:

Named Executive Officer
Nicholas I. Fink		Patrick D. Hallinan**		Cheri M. Phyfer		Sheri R. Grissom		Hiranda S. Donoghue
Chief Executive Officer		Executive Vice President & Chief Financial Officer		Executive Vice President, Group President		Executive Vice President, Chief Human Resources & Transformation Officer		Executive Vice President, Chief Legal Officer & Secretary

This CD&A is divided into the following main sections:

EXECUTIVE SUMMARY¹

Leadership Succession PlanningBusiness Highlights

The Compensation CommitteeDuring 2022, the Company and Board have spentits management team executed on key transformative initiatives in the face of a considerable amountchallenging economic environment. Despite a slowing market due to interest rate increases and inflation, we successfully completed the Separation of time workingour Cabinets business, rebranded our Company and reorganized our business model under a centralized leadership team. While executing on a CEO succession plan overour transformative initiatives, we also reduced our fixed cost base and maintained investments in our key strategic initiatives, including our digital transformation, brand-building, and incremental capacity, which are viewed as critical to our long-term growth. Our 2022 results were:

We believe our compensation program is designed to and links compensation to performance as reflected by the past several years. On an annual basis, the Board reviews executive succession, including the successionimpact of the Chief Executive Officer. With Mr. Klein’s decision to retire as Chief Executive Officereconomic environment on our 2022 financial results and compensation earned by NEOs in January 2020, the Board determined that Mr. Fink would succeed him. The Board evaluated the Company’s leadership structure and decided that Mr. Klein would transition to the role of Executive Chairman and Mr. Thomas would transition fromnon-executive Chairman to Lead Director.

2019 Business and Financial Highlights

The Company executed on a number of important actions that drove growth in each of our business segments in 2019 despite softer growth in the housing market and industry challenges including tariffs. The Company delivered solid performance in spite of the headwinds it faced, growing Net Sales5% and earnings per share 15% and 8% on a before charges/gains basis in 2019.2022. We also returned $123 million to shareholders through dividends and repurchased $100 million of our shares, raised $700 million in new financing at an attractive fixed rate while affirming our investment grade rating and extended our $1.25 billion revolving credit facility.We believe that the actions taken by the leadership team in 20192022 have positioned the Company to continue to grow and create long-term value for stockholders inour stockholders. We also believe that our compensation program and the future.goals used within our program continue to incentivize and reward performance.

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The following graphics highlight our performance on key Company metrics since 2012, the first year after the Company went public.^*

20192022 Compensation Highlights

The Company’s compensation programs and practices are designed to pay for performance and to align management’s interests with those of the Company’s stockholders while attracting, motivating and retaining superior talent to lead our Company. The Compensation Committee believes that our compensation program helps drive Companyincentivizes high performance by providing a significant amount of compensation in the form ofas equity, by utilizing both short-term and long-term incentives that are tied to Company performance and by making efforts to balancebalancing fixed (base salary) and variable (annual cash incentive and equity) compensation. A significant portion of NEO compensation is dependent on Company performance, including stock price performance, business segment growth, improving operational efficiencies and other strategic initiatives. Our incentive compensation programs are designed to link the payThe material components of our executives2022 executive compensation program are summarized in the following chart:

In connection with the Separation, equity awards were adjusted to preserve the intrinsic value deliveredof the awards held by the NEOs, with unvested PSAs being converted into time-based RSUs based on projected performance results calculated based on actual performance from the beginning of the applicable performance period through the end of the fiscal quarter immediately preceding the Separation (or September 30, 2022) and expected performance through the remainder of the applicable performance period. Each outstanding equity award remains subject to shareholders.continued employment through the vesting date of the original awards. Mr. Banyard’s outstanding equity awards were converted into equity awards of MasterBrand, with his unvested Fortune Brands PSAs converting into MasterBrand RSUs based on the same methodology described above.

After reviewing competitive market data and in recognition of market trends, theThe Compensation Committee changed the mix of annual equity award grantsapproved a change to be more heavily weighted towards equity tied to the achievement of long-term financial performance goals. Beginning with the 2019 annual equity grant, the mix of equity awarded was changed to 50% performance share awards (“PSAs”) and 25% each in restricted stock units (“RSUs”) and stock options compared to the equally weighted mix (1/3 of each) of PSAs, RSUs and stock options granted in prior years. In addition, the Compensation Committee adjusted the metrics used in the 2019our annual cash incentive plan andprogram by aligning to the 2019-2021 PSAs. Foruse of the annual cash incentive plan, return on net tangible assets (“RONTA”) replaced return on invested capital (“ROIC”)same consolidated corporate wide metrics for Fortune Brands executives. For the 2019-2021 PSAs, ROIC replaced RONTA. The Committee approved these changesall executive officers in the metrics as it believes that ROIC serves as a better long-term metric than RONTA. The Committee also increased the minimum payout percentage for the 2019-2021 PSAs from 0%order to 50% to better align with market data. Under the 2019-2021 PSA design, PSAs will not vest (0% payout) if performance is below the minimum performance threshold.

The Board believes that the principles guiding our executive compensation program continue to link executive compensation withsupport the Company’s long-term performance.restructured organization beginning in 2023.

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Equity-based compensation aligns executives’ interests with stockholders, drives performance and facilitates retention

Equity and incentive compensation are strongly linked to increasing Company performance