PRELIMINARY PROXY STATEMENT-SUBJECT TO COMPLETION

Annual Meeting Information

Time and Date

Location*

Record Date

Tuesday, May 3, 202216, 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 4, 2022    17, 2023

Agenda and Voting Recommendations

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

See pages 59-63 for instructions on how to vote your shares.

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:

Throughout 2021, the Company saw an increased demand for our products. We believe this increased demand was driven by demographics that support long-term sustainable housing growth, as well as an underbuilt housing supply and an aged housing stock requiring repair and remodel investments. The Company delivered strong 2021 results despite facing numerous external headwinds, including supply chain disruptions, labor and freight constraints and increased inflation. We achieved strong year-over-year sales and earnings per share1

Amidst a challenging external macro environment that negatively impacted our results, we believe that our teams’ strong performance wasexecuting 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 significant driverunique 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 both incrementalour growth, productivity enhancement, and margin expansion during 2021expansion. Our category management expertise and that we are well-positionedstrong customer relationships enables us to continue outperforming a strong housing market in the future.

Please refer to the Appendix A for a reconciliation of earnings per share on a before charges/gains basis to GAAP earnings per share.

BOARD OF DIRECTORS

In 2021, Susan Kilsby was appointed as the Company’s first female Chair of the Board of Directors. Ms. Kilsby’s appointment, as well as the additions of Jeffery Perryprovide greater consistency and Amit Banati to our Board of Directors in 2020 reflects our Board’s commitment to diversity. Since 2019, the Board has added 4 new members, demonstrating our Board’s commitment to refreshment and proactive succession planning. Below are key highlights of our Board composition: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 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 stockholders and strengthen Board and management accountability. As a company, we’rewe 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 12-1912-20 of the Proxy Statement and highlighted below:

In 2021, the Board adopted a by-law amendment providing stockholders with proxy access. This amendment allows stockholders who own 3% of our shares for at least 3 years to nominate the greater of 2 directors or 20% of the Board after meeting certain requirements. This action demonstrates the Board’s commitment to maintaining a strong corporate governance program.

Please see the resources available on our website at https://www.fbhs.com/www.fbin.com/corporate-responsibility/esg-reporting. Our 20212022 ESG Report will be available nexton our website in the second quarter and will cover our sustainability, safety and DEI progress.of 2023. Information provided on the Company’s website is not incorporated by reference into this Proxy Statement.

COMPENSATION HIGHLIGHTS

PAYFOR PERFORMANCEOur executive compensation program is designed to reward named executive officers (“NEOs”) for the achievement of both strategic and operational goals that lead tosupport the creation of long-term stockholder value. The vast 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 2021:2022:

		SAYON PAY VOTE RESULTS The Compensation Committee and Board value the input of our stockholders. The Compensation Committee recognized that the 93.2% approval of the 2021 Say on Pay vote reflects our stockholders’ support for the Company’s executive compensation program.

Over the past five years, our stockholders have overwhelmingly supported our executive compensation program, with an average approval of 93.7%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 2223 includes additional detail on the following compensation highlights:

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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 ten11 members and is divided into three classes, each having three-year terms that expire in successive years. Mr. BanatiMs. Stephanie Pugliese was appointed by the Board to serve as a Class IIIII Director effective in September 2020, and was first identified as a candidate by Spencer Stuart, a third-party search firm.March 2023. The term of each director currently serving in Class II (Ms. Susan KilsbyIII (Messrs. Nicholas I. Fink, A.D. David Mackay, David M. Thomas and Messrs. Amit Banati and Irial Finan)Ms. Pugliese) expires at the 2022 Annual Meeting of Stockholders.Meeting. The Board has nominated Messrs. Fink and Mackay and Ms. Kilsby and Messrs. Banati and FinanPugliese for a new term of three years expiring at the 20252026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Mr. Thomas will not stand for re-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 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 IIIII 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.

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

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 at https://ir.fbhs.com/ir.fbin.com/governing-high-standards.

Director 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 Mr. Fink’s employment with the Company, he is not considered independent.

Policies with Respect to Transactions with Related Persons

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

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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.

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 NESG Committee considers the entirety of each candidate’s credentials in the context of these standards.

It is the NESG Committee’s policy to consider director candidates recommended by stockholders, if such recommendations are properly submitted to the Company. Stockholders that wish to recommend an individual as a director candidate for consideration by the NESG Committee can do so by writing to the Secretary of Fortune Brands at 520 Lake Cook Road, Deerfield, Illinois 60015. Recommendations must include the recommended candidate’s name, biographical data and qualifications, as well as other information that would be required if the stockholder were actually nominating the recommended candidate pursuant to the procedures for such

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 the non-management directors or any individual director should direct their communication c/o the Secretary at the address above. The Secretary will forward communications intended for the Board to the Chairman of the Board, or, if intended for an individual director, to that director. If multiple communications are received on a similar topic, the Secretary may, in his or her discretion, forward only representative correspondence. Any communications that are abusive, in bad taste or present safety or security concerns may be handled differently.

Board Leadership Structure

Beginning in 2021, theThe Board of Directors has determined that having an independent director serve as Chair of the Board is in the best interests of our stockholders at this time and appointed Susan Kilsby to have an independent, non-executive chair serve as the Company’s independent, non-executive Chair.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 Board, consulting with the Chief Executive Officer on Board meeting agendas, acting as a liaison between management and the 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.

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.

assesses and ranks these risks according to the likelihood of occurrence and the potential monetary impact. It also assesses the Company’s plans to mitigate such risks. Annually, management identifies and assesses the enterprise risk management program, which the Audit Committee reviews. Cybersecurity-related risks and certain 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 environment, are some of the external risks assessed in the enterprise risk management program. Management also provides the Audit Committee with quarterly updates on the Company’s risks. 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 team provides regular updates to our senior executives and typically reports twice a year to the Audit Committee on the status of the Company’s security posture and our efforts to identify and mitigate cybersecurity risks. In 2021,2022, 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 2021,2022, 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 NESG Committee manages risks associated with the independence of the Board, potential conflicts of interest of Board members and the Company’s corporate governance structure. In addition, the NESG Committee oversees the Company’s ESG programs, initiatives and related risks, which include the Company’s environmental, health and safety, DEI, philanthropy, global citizenship and other social and governance programs and policies. Management reports to the NESG Committee several times a year on the Company’s safety programs and statistics as well as the Company’s DEI strategy and goals.

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.

Meeting Attendance

Each director attended 100%more than 90% of the total meetings of the Board and committees of the Board of which the director was a member during 2021.2022. The Board and its committees held the following number of meetings during 2021:2022:

Pursuant to the Company’s Corporate Governance Principles, all directors are encouraged to attend the Annual Meeting of Stockholders. Our 2021All of the Company’s then-serving directors attended our 2022 Annual Stockholder Meeting was held virtually and all of the directors attended.

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. In addition, Messrs. Banati, Mackay, Perry, Thomas and Waters each have accounting or financial management expertise and is an audit committee financial expert as defined in Item 407(d)(5)(ii) and (iii) of Regulation S-K under the Securities Exchange 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.

Compensation Committee

The Compensation Committee’s primary function is to assist the Board in attracting and retaining high quality leadership by (i) developing and critically reviewing the Company’s executive compensation program design and pay philosophy; and (ii) setting the compensation of the Company’s executive officers which includes the presidents of the Company’s principal business segments, in a manner that is consistent with competitive practices and Company, business segment and individual performance.

As required by its charter, each member of the Compensation Committee (Messrs. Banati, Finan, Mackay and Morikis and Mses. Hackett and Kilsby) has 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.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has (i) served as one of the Company’s officers or employees, or (ii) had a relationship requiring disclosure under Item 404 of Regulation S-K.

Compensation Committee. WTW also provided certain human capital, benefits and corporate risk and brokering services to the Company for which WTW received approximately $850,000.$1.28 million. The Compensation Committee did 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, WTW reported directly to the Compensation Committee and provided the following services and information to the Compensation Committee:

Fortune Brands is committed to attracting and retaining qualified and experienced directors to contribute to the Board’s effectiveness and the Company’s goal of maximizing stockholder value. To accomplish this, the Company maintains a non-employee director compensation program that consists of cash retainers and Company stock. Below is a description of the 2021 2022 non-employee director compensation program.

Cash Retainers

In February 2021, after analyzing peer companyNo changes were made to the non-employee director compensation and receiving input from WTW, the Board approved an annual retainer for the non-executive Chair of $200,000; increased the annual cash retainer from $90,000 to $100,000; and added an annual cash fee for members of the NESG Committee of $7,500. The increase in the annual cash retainer was pro-rated from the effective date of the change.

Stock Awards

In 2021, after analyzing peer company director compensation and receiving input from WTW, the Board approved an increase in the dollar value of the 2021 annual stock grant from $135,000 to $145,000.program during 2022. In May 2021,2022, each non-employee director received an annual stock grant that was determined by dividing the dollar value of the annual stock grant ($145,000) by the closing price of the Company’s stock on the grant date $107.73,($73.94), rounded to the nearest share. Accordingly, 1,3461,961 shares of Company stock were granted to each of the then serving non-employee directors.

Due to the Separation and the establishment of a 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 under the MasterBrand non-employee director compensation plan for every notional share held in Ms. Hackett’s deferral account under the Company’s Non-Employee Director Deferred Compensation Plan, to reflect her continuing role as a director of the 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 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 fee ($500,000)retainer (for 2022, $500,000) and allow directors five years from the date of election to meet the guidelines. Shares owned directly by a director, the director’s spouse,

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minor children sharing the same home and any trust in which the director is a trustee with voting andand/or investment power, as well

This CD&A describes the Fortune Brands’ executive compensation program and explains how the Compensation Committee made compensation decisions for the following NEOs in 20212022^*:

Nicholas I. Fink		Patrick D. Hallinan**		R. David Banyard, Jr.		Cheri M. Phyfer		Brett E. Finley        Sheri R. Grissom		Robert K. Biggart        Hiranda S. Donoghue
Chief Executive Officer		SeniorExecutive Vice President & Chief Financial Officer		Executive Vice President, Cabinets Group President		Executive Vice President, Plumbing Chief Human Resources & Transformation Officer		President Outdoors & Security		Former SeniorExecutive Vice President, General CounselChief Legal Officer & Secretary

This CD&A is divided into the following sections:

EXECUTIVE SUMMARY¹

Business Highlights

The Company delivered strong 2021 results growing Net Sales 26% and EPS 41% (or 37% on a before charges/gains basis), despite facing numerous external challenges including supply chain disruptions and inflation. While demand for our products remained strong throughout the year, it was our teams’ efforts that allowedDuring 2022, the Company and its management team executed on key transformative initiatives in the face of a challenging economic environment. Despite a slowing market due to combat these challengesinterest rate increases and deliver above market performance forinflation, we successfully completed the Separation of our stockholders. During 2021,Cabinets business, rebranded our Company and reorganized our business model under a centralized leadership team. While executing on our transformative initiatives, we advancedalso reduced our Fortune Brands Advantage capabilities, continued investingfixed cost base and maintained investments in our brands to drive innovationkey strategic initiatives, including our digital transformation, brand-building, and expandincremental capacity, and fulfill our service commitmentswhich are viewed as critical to our customers. Despitelong-term growth. Our 2022 results were:

We believe our compensation program is designed to and links compensation to performance as reflected by the challengingimpact of the economic environment we also continued to advanceon our ESG initiatives. In addition to continuing to make safety a priority throughout the Company, we are advancing our DEI strategy2022 financial results and our water conservation and recycling efforts and we have set carbon emission reduction and renewable energy goals.

compensation earned by NEOs in 2022. We believe that the actions taken by the leadership team in 20212022 have positioned the Company to continue to grow and create long-term value for our stockholders. We also believe that our compensation program and the goals used within our program continue to incentivize and reward performance. The following graphics highlight our three-year growth and performance on key metrics used in our compensation program:

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20212022 Compensation Highlights

The Company’s compensation programs and practices are designed to pay for performance and to align management’s interests with those of the Company’s stockholders while attracting, motivating and retaining superior talent to lead our Company. The Compensation Committee believes that our compensation program incentivizes high performance by providing a significant amount of compensation as equity, utilizing both short-term and long-term incentives tied to Company performance and balancing fixed (base salary) and variable (annual cash incentive and equity) compensation. The material components of our 2022 executive compensation program are summarized in the following chart:

20212022 NEO Annual Total Target Compensation

The following chart summarizes annual total target compensation awarded to each NEO in 2021:2022:

RESULTS OF THE 20212022 SAY ON PAY VOTE

		The Compensation Committee and Board value the input of our stockholders. 93.2%92.2% of the votes cast at our 20212022 Annual Stockholder Meeting were in support of the Company’s executive compensation program.   Over the past five years, our stockholders have overwhelmingly supported our executive compensation program, with an average approval of 93.7%approximately 93% of the votes cast for

PHILOSOPHY AND PROCESS FOR AWARDING NEO COMPENSATION

Philosophy of the Executive Compensation Program

Our executive compensation program is designed to reward NEOs for the achievement of both short-term and long-term financial, strategic and operational goals that lead to the creation of long-term stockholder value. The 2022 executive compensation program iswas designed to:

2022 Compensation Peer Group and Market Data

The Compensation Committee uses compensation data from a group of similarly sized peer companies to evaluate our compensation arrangements (the “Peer Group”). With the help of the Compensation Committee’s consultant, each year the Committee reviews the Peer Group and decides whether any changes should be made. As recommended by WTW, the Committee’s compensation consultant, the Compensation Committee decideddid not make any changes to change the Peer Group for 2021, other thanused to replace Ingersoll Rand Plc with Trane Technologies, Inc. following its spin-off.evaluate 2022 compensation decisions. The 2021 Peer Group consisted of the following companies:

20212022 Peer Group
• Allegion plc		• Lennox International Inc.		• RPM International Inc.
• A.O. Smith Corporation		• Masco Corporation		• The Sherwin-Williams Company
• Ball Corp.		• Mohawk Industries, Inc.		• Snap-On Inc.
• Borgwarner Inc.		• Newell Brands Inc.		• Stanley Black & Decker, Inc.
• Dover Corp.		• OwenOwens Corning Inc.		• Trane Technologies Inc.plc
• JELD-WEN Holding, Inc.		• Parker-Hannifin Corp.		• Whirlpool Corporation
• Leggett & Platt, Incorporated		• Pentair plc
FORTUNE BRANDS vs. PEER GROUP (1)
(1)  Reflects 20202021 fiscal year-end results, which were used at the time the Peer Group was compiled.

WTW provided the Compensation Committee with market data to useconsider in setting each element of compensation of the NEOs for 2021.2022. This market data primarily consisted of revenue size adjustedrevenue-size-adjusted general industry data received from WTW, supplemented with peer group proxy data.

The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company performance, peer compensation levels, experience and impact of individual executives, and individual performance. In determining executive compensation, the Compensation Committee considers all forms of compensation and uses tools – such as tally sheets and market data – to review the value delivered by each component of compensation. When evaluating total target compensation, the Compensation Committee generally strives to set NEO compensation around the 50^th percentile of the market data. The Compensation Committee may, however, determine that it is appropriate for total target compensation or any particular element of compensation to exceed or fall below the 50th percentile of the market data for an NEO. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position, retention considerations, an individual’s performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity.

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Evaluating NEO Performance

All NEOs undergo an annual performance appraisal. For the evaluation of our CEO, the Compensation Committee, in conjunction with the Chair of the Board conducted a formal evaluation of the CEO’s performance against certain financial, operational, business strategy (including advancing the Company’s ESG and DEI strategies) and personal development goalsobjectives established at the beginning of the year. Progress against these goals, including those relating to ESG and DEI initiatives, areon such objectives is regularly reviewed throughout the year with the NESG Committee and the Board. At the end of the year, the Board discusses the CEO’s accomplishments and achievement of the goals with the CEO and in executive session without the presence of the CEO. Following the annual