Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider when voting your shares, so please read the entire Proxy Statement.

2023 ANNUAL MEETING INFORMATION

Date and Time May 11, 2023 9:00 a.m. (Eastern Time)		Place 1205 East 5th Avenue Tampa, FL 33605		Record Date At close of business March 20, 2023

HOW TO VOTE

By Internet Visit www.voteproxy.com follow instruction in proxy materials		By Phone Call 1-800-PROXIES (1-800-776-9437) follow instruction in proxy materials		By Mail Complete, sign, date and return proxy card in postage paid envelope provided		In Person Attend annual meeting on May 11, 2023 at 1205 East 5th Avenue Tampa, Florida 33605

Proxy Statement Summary

2023 DIRECTOR NOMINEE SUMMARY

Our director nominees bring a combination of skills and experiences to our Board of Directors and represent a diversity of backgrounds, including with respect to age, gender, race and ethnicity.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE DIRECTOR SET FORTH BELOW.

Proxy Statement Summary

FISCAL 2022 FINANCIAL PERFORMANCE HIGHLIGHTS

We delivered another year of strong financial performance in 2022 despite extraordinary inflationary pressures and supply chain disruptions. In 2022 we:

COMPENSATION HIGHLIGHTS

Our compensation program continued its “pay for performance” approach. In 2022:

CORPORATE GOVERNANCE HIGHLIGHTS

Our Board of Directors is dedicated to the continuous improvement of our corporate governance practices, including:

ESG HIGHLIGHTS

Masonite was founded nearly 100 years ago on sustainable principles and a revolutionary process that transformed waste wood from the logging industry into a durable pressed hardboard. Our ambition is to build a legacy as a Company that cares for our environment, our employees, our communities, our partners and our customers through our Environmental, Social and Governance (“ESG”) vision of Renewed Responsibility. Renewed Responsibility represents our commitment to nurture a culture that prioritizes integrating responsibility mindset throughout our business. Throughout 2022 we made significant progress against our 2030 Renewed Responsibility goals under the following three pillars.

Proxy Statement

This proxy statement (the “Proxy Statement”) for fiscal year-ending January 1, 2023, is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of the Company, for use at the annual general meeting (the “Annual Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of the Company to be held on May 11, 2023 at 9:00 a.m. (Eastern Time), and at all postponements or adjournments thereof, for the purposes set forth in the accompanying notice of the Annual Meeting (the “Notice of Annual Meeting”).

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we sent a Notice of Internet Availability of Proxy Materials on or about March 29, 2023, to our Shareholders of record as of the close of business on March 20, 2023. We also provided access to our proxy materials over the Internet beginning on that date. If you received a Notice of Internet Availability of Proxy Materials by mail and did not receive, but would like to receive, a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.

Unless otherwise indicated, or the context otherwise requires, the “Company,” “we,” “our,” or “Masonite” refer to Masonite International Corporation. Unless otherwise indicated, all dollar amounts are expressed in U.S. dollars and references to “$” are to U.S. dollars.

Record Date; Proxies; Voting

WHO CAN VOTE; VOTES PER SHARE

The Board has set March 20, 2023, as the record date for the Annual Meeting. At the Annual Meeting, each Shareholder of record of Common Shares at the close of business on the record date will be entitled to vote on all matters proposed to come before the Annual Meeting. Each such Shareholder of record will be entitled to one vote per Common Share on each matter submitted to a vote of Shareholders, as long as those shares are represented at the Annual Meeting, either in person or by proxy.

The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of special shares (the “Special Shares”). As of March 20, 2023, there were 22,217,287 Common Shares and no Special Shares outstanding.

HOW TO VOTE

You may vote your shares by attending the Annual Meeting via the Internet at https://web.lumiagm.com/213788577 or in person. For Shareholders who attend the Annual Meeting via the Internet and wish to vote their shares online during the Annual Meeting, see below under “How to Attend the Annual Meeting” for additional details.

In addition, in advance of the Annual Meeting, registered Shareholders may submit their vote by proxy through the Internet by going to www.voteproxy.com and entering their control number on their Notice of Internet Availability of Proxy Materials or proxy card. Registered Shareholders may also vote by proxy:

When you cast your vote by proxy, you are legally authorizing another person to vote your shares. The persons specified on the enclosed proxy card are officers of the Company. A registered Shareholder who wishes to appoint any person other than those specified on the enclosed proxy card to represent that Shareholder at the Annual Meeting may do so by crossing out the persons named in the enclosed proxy card and inserting such other person’s name in the blank space provided in the proxy card or by completing another proper proxy. Such other person need not be a Shareholder. Please note that if you appoint as proxy any person other than those specified by the Company on your form of proxy and neither you nor your proxy attends the Annual Meeting in person, then your shares will not be voted.

If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a “nominee”), then your name will not appear in the Company’s register of Shareholders, and you are considered a “Beneficial Holder”. Those shares are held in your nominee’s name, on your behalf, and your nominee will be entitled to vote your shares, provided, in most cases, that you provide your voting instructions to your nominee. If your shares are held in street name, please refer to the information from your bank, broker or other nominee on how to provide your voting instructions, which includes the applicable deadlines. Beneficial Holders may only vote shares held in street name at the Annual Meeting if they obtain a legal proxy from the registered holder (bank, broker or other nominee) giving the Beneficial Holder the right to vote the shares and bring it to the Annual Meeting.

To be valid, forms of proxy submitted by registered holders must be deposited at the offices of American Stock Transfer & Trust Company, LLC (the “Agent”), at 6201 15th Avenue, Brooklyn, New York 11219, so as not to arrive later than 9:00 a.m. (Eastern Time) on May 10, 2023, or be provided, at the Annual Meeting, to the chair of the Annual Meeting (the “Chair of the Meeting”). If the Annual Meeting is adjourned, forms of proxy must be deposited to the Agent within 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the forms of proxy are to be used, or be provided, at the Annual Meeting, to the Chair of the Meeting or any reconvened meeting.

The document appointing a proxy must be in writing and completed and signed by a Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or

Record Date; Proxies; Voting

HOW TO VOTE

attorney thereof duly authorized. Instructions provided to the Agent by a Shareholder must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. Persons signing as officers, attorneys, executors, administrators, and trustees or similar appointment should so indicate and provide satisfactory evidence of such authority.

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance so that your vote will be counted if you later decide not to attend the Annual Meeting. Voting your proxy by the Internet, telephone or mail will not limit your right to vote at the Annual Meeting if you later decide to attend, subject to compliance with the foregoing requirements.

REVOKING YOUR PROXY

Your proxy is revocable. A registered Shareholder that has submitted a proxy may revoke the proxy: (i) by completing and signing a form of proxy bearing a later date and depositing it as described above; or (ii) by depositing an instrument in writing executed by the Shareholder or by the Shareholders’ attorney authorized in writing: (A) at the registered office of the Company at any time up to and including the last business day preceding the day of the Annual Meeting, or any adjournment thereof, at which the proxy is to be used, or (B) with the Chair of the Meeting at the Annual Meeting or any adjournment thereof. A Beneficial Holder that has given instructions to his, her or its nominee with respect to the voting of Common Shares may instruct the nominee to thereafter revoke the relevant proxy in accordance with the instructions provided to the Beneficial Holder by his, her or its bank, broker or other nominee.

HOW TO ATTEND THE ANNUAL MEETING

All Shareholders as of the record date, March 20, 2023, or their duly authorized proxy holders, are welcome to attend the Annual Meeting. Shareholders will also be able to attend the Annual Meeting by using the following online meeting website link: https://web.lumiagm.com/213788577. Shareholders may also attend in person in Tampa, Florida. Shareholder registration both online and in person will begin at 8:45 a.m. Eastern Time on May 11, 2023, and you should allow ample time for registration procedures.

To join the Annual Meeting online, registered Shareholders will need to enter the control number appearing on their Notice of Internet Availability of Proxy Materials or proxy card. If your shares are held in street name, in order to participate in the online Annual Meeting and vote your shares online during the Annual Meeting you must first obtain a legal proxy from your broker, bank or other nominee reflecting the number of Masonite shares you held as of the record date, and your name and email address. You then must submit a request for registration to American Stock Transfer & Trust Company, LLC: (1) by email to proxy@astfinancial.com; (2) by facsimile to 718-765-8730 or (3) by mail to American Stock Transfer & Trust Company, LLC, Attn: Proxy Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by American Stock Transfer & Trust Company, LLC no later than 5:00 p.m. Eastern Time on May 10, 2023.

The online Annual Meeting website will provide technical assistance to Shareholders experiencing issues accessing the Annual Meeting. The technical support contact information will appear on the Annual Meeting website prior to the start of the Annual Meeting.

During the Annual Meeting, Shareholders will be able to listen to the proceedings of the Annual Meeting, ask questions, and vote their Common Shares.

Record Date; Proxies; Voting

HOW YOUR PROXY WILL BE VOTED; DISCRETIONARY AUTHORITY OF PROXIES

HOW YOUR PROXY WILL BE VOTED; DISCRETIONARY AUTHORITY OF PROXIES

The persons named in the accompanying proxy will vote the Common Shares in respect of which they are appointed, on any ballot that may be called for, in accordance with the instructions of the Shareholder as indicated in the form of proxy. If a Shareholder signs and returns a proxy card, but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board, as follows:

If any other matters are properly brought before the Annual Meeting (other than the proposals contained in the Notice of Annual Meeting and this Proxy Statement), then the named proxies will have the authority to vote your shares on those matters in accordance with their discretion and judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals contained in the Notice of Annual Meeting and Proxy Statement. If a Shareholder votes via the Internet or by telephone, his, her or its electronic vote authorizes the named proxies in the same manner as if the Shareholder signed, dated and returned a proxy card by mail.

QUORUM; VOTES NECESSARY TO PASS RESOLUTIONS

Pursuant to the Articles of the Company, a quorum for the transaction of business at the Annual Meeting is at least three persons who are, or who represent by proxy, unrelated Shareholders, holding in the aggregate at least 15% of the Common Shares entitled to be voted at the Annual Meeting. For purposes of determining a quorum, abstentions and broker “non-votes” present in person or by proxy are counted as represented. A broker “non-vote” occurs when a nominee (such as a broker) holding shares for a beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for that proposal and has not received instructions from the beneficial owner on how to vote those shares. Under current New York Stock Exchange (“NYSE”) rules, your broker will not have discretion to vote your uninstructed shares with respect to Proposals 1 and 2. Your broker will have discretion to vote your uninstructed shares on Proposal 3 (appointment of Ernst & Young LLP as the auditors of the Company to serve until the next annual general meeting of Shareholders and Board authorization to fix the remuneration of the auditors).

The matters being considered and voted on at the Annual Meeting are subject to differing standards for approval as follows:

Record Date; Proxies; Voting

QUORUM; VOTES NECESSARY TO PASS RESOLUTIONS

Abstentions and broker “non-votes” will not be counted as votes cast and will not affect the voting results for any of the above noted matters.

SOLICITATION OF PROXIES; TABULATION OF VOTES

The Company will bear the cost of soliciting proxies on its behalf. Our directors, officers and employees may solicit proxies in person or by telephone, electronic transmission and facsimile transmission. We will not be specially compensating our directors, officers and employees for those services, but they may be reimbursed for their out-of-pocket expenses incurred in connection with the solicitation. We will also reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of our Common Shares. American Stock Transfer & Trust Company, LLC will act as our Scrutineer at the Annual Meeting and assist us in tabulating the votes.

Proposal 1: Election of Directors

The Sustainability and Governance Committee has recommended nine director nominees named below for election as directors at the Annual Meeting. All of the nominees named below are members of the current Board of the Company. Each director nominee has consented to being named in this Proxy Statement and to serve if elected for a one-year term.

William S. Oesterle will be retiring from the Board at the end of this current term and is not standing for re-election. The Board would like to acknowledge Mr. Oesterle for his outstanding service on our Board over the last five years. The size of the Board is being reduced from ten to nine members effective immediately prior to the election of the directors at the Annual Meeting. Assuming the election of each director nominee, our Board will consist of nine members, eight of whom are independent.

The nominees for director receiving a plurality of the votes cast at the Annual Meeting will be elected as a director. Notwithstanding the foregoing, our Corporate Governance Guidelines set forth our procedures if a director is elected to the Board in an uncontested election but receives a majority of “withheld” votes. In an uncontested election, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to tender his or her resignation following certification of the Shareholder vote. The Sustainability and Governance Committee is required to consider all relevant factors and make recommendations to the Board with respect to any such letter of resignation. The Board is required to take action with respect to this recommendation within 90 days after the certification of the election results.

Each nominee elected as a director will continue in office until the 2024 annual general meeting of Shareholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal. We do not expect any of the nominees will be unable to stand for election or be unable to serve if elected. If any nominee becomes unable to serve or withdraws his or her name as a nominee, proxies may be voted for the election of such other person as the Board may designate or the number of directors may be reduced accordingly.

Election of Directors

Diverse Skills, Experiences and Qualifications

The skills matrix below identifies our director nominees’ prominent experiences and qualifications by name. Each director nominee brings his or her own unique background and range of expertise, knowledge and experience which provides an appropriate and diverse mix of qualifications necessary for our Board to effectively fulfill its oversight responsibilities. By its nature, the information contained in this matrix is not intended to be exhaustive, however, it aims to convey the general breadth of experience and qualifications that our director nominees bring to their work on the Masonite Board of Directors.

CEO / C-Suite Executive of Public Company

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Leadership Role in Manufacturing or Building Products Industry

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Corporate Development / M&A

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Financial Literacy

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Accounting / Finance Expert

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Sales / Strategic Marketing

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ESG Experience

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Technology / Innovation / IP

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Cybersecurity Expertise

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Election of Directors

BIOGRAPHIES

BIOGRAPHIES

The present principal occupations and recent employment history of each of the directors nominated for election at the Annual Meeting are as follows:

 

HOWARD C. HECKES

 

 

		Director Since 2019   Age 58   Masonite Board Committees: »  N/A   Other Current Public Directorships: »  The AZEK Company

Mr. Heckes has served as President and Chief Executive Officer of Masonite and as a director of Masonite since June 2019. Mr. Heckes joined Masonite from Energy Management Collaborative where he served as Chief Executive Officer since 2017. From 2008 to 2017, Mr. Heckes served in a variety of operations roles at Valspar Corporation, now a subsidiary of The Sherwin-Williams Company, most recently overseeing Valspar’s industrial coatings portfolio. Prior to joining Valspar, Mr. Heckes held various leadership roles at Newell Rubbermaid (NASDAQ: NWL), including President of Sanford Brands and President of Graco Children’s Products. Mr. Heckes currently serves as a director of The AZEK Company (NYSE: AZEK).

 

 

JODY L. BILNEY

 

 

		Director Since 2014   Age 61   Masonite Board Committees: »  Sustainability and Governance (Chair)   Other Current Public Directorships: »  Chuy’s Holdings, Inc., »  Alignment Healthcare, Inc., »  Cracker Barrel Old Country Store

Ms. Bilney has served as a director of Masonite since January 2014. Ms. Bilney served as the Chief Consumer Officer of Humana, Inc. (NYSE: HUM), a health insurance provider specializing in care delivery and health plan administration, from April 2013 until her retirement in March 2020. Prior to Humana, Ms. Bilney served as executive vice president and chief brand officer for Bloomin’ Brands, Inc. (NASDAQ: BLMN), where she headed various departments including brand and business strategy, marketing, corporate communications and business development. Prior to Bloomin’ Brands, she held senior executive positions at Charles Schwab (NYSE: SCHW) and Verizon (NYSE: VZ), where she led consumer-focused brand-transformation initiatives.Ms. Bilney is currently a member of the board of directors of Chuy’s Holdings, Inc. (NASDAQ: CHUY), an operator of value-driven, full-service restaurants (since May 2021); Alignment Healthcare, Inc. (NASDAQ: ALHC), a provider of customized health care in the U.S. (since January 2022), Cracker Barrel Old Country Store (NASDAQ: CBRL) (since September 2022), and several private companies.

 

ROBERT J. BYRNE

 

 

		Director Since 2009   Age 61   Chairman of the Board of Masonite   Masonite Board Committees: »  N/A   Other Current Public Directorships: »  NextEra Energy Partners, L.P.

Mr. Byrne has served as a director of Masonite since June 2009 and has been Chairman of the Board of Masonite since July 2010. Mr. Byrne has served as the Executive Chairman of Source2, Inc., which specializes in assisting clients with high volume recruiting since January 2019. Mr. Byrne was the founder and served as the President of Power Pro-Tech Services, Inc., which specializes in the installation, maintenance, and repair of emergency power and solar photovoltaic power systems, from 2002 until it was sold in 2017. Power Pro-Tech was Mr. Byrne’s fourth start-up. His other entrepreneurial ventures have been in telecommunications, private equity and educational software. From 1999 to 2001, Mr. Byrne was Executive Vice President and Chief Financial Officer of EPIK Communications, a start-up telecommunications company which merged with Progress Telecom in 2001 and was subsequently acquired by Level3 Communications. Having begun his career in investment banking, Mr. Byrne served as Partner at Advent International, a global private equity firm, from 1997 to 1999 and immediately prior to that, from 1993 to 1997, served as a director of Orion Capital Partners. Mr. Byrne serves as a director of NextEra Energy Partners, L.P. (NYSE: NEP). He rejoined the NEP board in December 2018 after having previously served as a director from July 2014 through April 2017.

Election of Directors

BIOGRAPHIES

 

PETER R. DACHOWSKI

 

 

		Director Since 2013   Age 74   Masonite Board Committees: »  Audit, »  Human Resources and Compensation   Other Current Public Directorships: »  N/A

Mr. Dachowski has served as a director of Masonite since July 2013. Mr. Dachowski spent 35 years with both CertainTeed Corporation, a North American manufacturer of exterior and interior residential and commercial building envelope construction products, and its parent company Saint-Gobain, most recently serving as CertainTeed’s Chairman and CEO from 2004 to 2011. Prior to rejoining CertainTeed, he served as President of Saint-Gobain’s worldwide insulation business and as a member of Saint-Gobain’s Global Corporate Management Committee from 1996 to 2011. He was employed by The Boston Consulting Group as a Consultant and Engagement Manager from 1973 to 1976 after beginning his career as a Financial Analyst with the Treasury Department of Exxon Corporation in 1971. Mr. Dachowski is currently an advisor to various private equity firms on potential investments in the building materials industry.

 

 

JONATHAN F. FOSTER

 

 

		Director Since 2009   Age 62   Masonite Board Committees: »  Audit (Chair)   Other Current Public Directorships: »  Lear Corporation, »  Berry Global, Inc., »  Five Point Holdings, LLC

Mr. Foster has served as a director of Masonite since June 2009. Mr. Foster is the founder and a Managing Director of Current Capital Partners LLC, a mergers and acquisitions advisory, corporate management services and private equity investing firm. Previously, from 2007 until 2008, Mr. Foster served as a Managing Director and Co-Head of Diversified Industrials and Services at Wachovia Securities. From 2005 until 2007, he served as Executive Vice President Finance and Business Development of Revolution LLC. From 2002 until 2004, Mr. Foster was a Managing Director of The Cypress Group, a private equity investment firm and from 2001 until 2002 he served as a Senior Managing Director of Bear Stearns & Co. From 1999 until 2000, Mr. Foster served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of ToysRUs.com, Inc. Previously, Mr. Foster was with Lazard for over ten years in various positions, including as a Managing Director. Mr. Foster currently serves as a director of Lear Corporation (NYSE: LEA), Berry Global, Inc (NYSE: BERY), and Five Point Holdings, LLC (NYSE: FPH) and was formerly a director of Sabine Oil & Gas from 2015 to 2016 and Chemtura Corporation from 2009 to 2017 and several private companies.

 

DAPHNE E. JONES

 

 

		Director Since 2018   Age 66   Masonite Board Committees: »  Sustainability and Governance   Other Current Public Directorships: »  AMN Healthcare Services Inc., »  Barnes Group Inc.

Ms. Jones has served as a director of Masonite since February 2018. Ms. Jones is the Founder of The Board Curators, LLC, established in July 2021, and is also the Founder of Destiny Transformations Group, LLC, established in April 2018. Ms. Jones served as the Senior Vice President - Digital/Future of Work for GE Healthcare, the healthcare business of GE, from May 2017 to October 2017. Prior to that, she served as the Senior Vice President - Chief Information Officer for GE Healthcare Diagnostic Imaging and Services since August 2014. Prior to joining GE Healthcare, Ms. Jones was the Senior Vice President, Chief Information Officer for Hospira, Inc., a provider of pharmaceuticals and infusion technologies, from October 2009 through June 2014. Previously she served as Chief Information Officer at Johnson & Johnson from 2006 to 2009 and served in various information technology roles with Johnson & Johnson from 1997 through 2006. Ms. Jones began her career in sales and systems engineering at IBM. Ms. Jones currently serves as a director of AMN Healthcare Services Inc. (NYSE: AMN) and Barnes Group Inc. (NYSE: B). Ms. Jones previously served on the board of the Thurgood Marshall College Fund, a not-for-profit organization and the nation’s largest organization exclusively representing the Black College community and is the author of Win When They Say You Won’t.

Election of Directors

BIOGRAPHIES

 

BARRY A. RUFFALO

 

 

		Director Since 2021   Age 53   Masonite Board Committees: »  Human Resources and Compensation   Other Current Public Directorships: »  N/A

Mr. Ruffalo has served as a director of the Company since July 2021. Mr. Ruffalo previously served as President and Chief Executive Officer and as a director of Astec Industries, Inc. (NASDAQ: ASTE) from August 2019 through January 2023. Prior to joining Astec Industries, Inc. he was employed by Valmont Industries (NYSE: VMI), a publicly-traded global producer of highly-engineered fabricated metal products, where he had served from 2015 to 2016 as Executive Vice President, Operational Excellence, from 2016 to 2017 as Group President - Energy & Mining, during 2017 as Group President - North America Structures/Energy/Mining, and from 2018 to July 2019 as Group President of Global Engineered Support Structures. Preceding his career at Valmont Industries, from 2013 to 2015, Mr. Ruffalo served terms as President of the Irrigation and of the Infrastructure divisions of Lindsay Corporation (NYSE: LNN), a publicly-traded global leader in proprietary water management and road infrastructure products and services.

 

 

FRANCIS M. SCRICCO

 

 

		Director Since 2009   Age 73   Masonite Board Committees: »  Human Resources and Compensation (Chair), »  Sustainability and Governance   Other Current Public Directorships: »  Visteon Corporation

Mr. Scricco has served as a director of Masonite since June 2009. Prior to joining our Board, Mr. Scricco was with Avaya, Inc., a global business communications provider, where he served as Senior Vice President, Global Services from March 2004 to February 2007 and subsequently as Senior Vice President, Manufacturing, Logistics and Procurement until his retirement in October 2008. Prior to joining Avaya, Inc., he was employed by Arrow Electronics (NYSE: ARW) as its COO from 1997 to 2000 and then as its President and CEO from 2000 to 2002. Mr. Scricco’s first operating role was as a General Manager for General Electric. He began his career with The Boston Consulting Group in 1973. Mr. Scricco is currently Chairman of the Board of Visteon Corporation (NASDAQ: VC), a global automotive supplier and was a director of Tembec, Inc., an integrated forest products company, from 2008 to 2017.

 

JAY I. STEINFELD

 

 

		Director Since 2020   Age 69   Masonite Board Committees: »  Audit   Other Current Public Directorships: »  N/A

Mr. Steinfeld has served as a director of Masonite since November 2020. Prior to joining our Board, Mr. Steinfeld served as CEO of Global Custom Commerce (Blinds.com) (“GCC”) from the time he founded the company in 1996 until he left the company in 2020. Mr. Steinfeld transformed GCC into the world’s number one online window coverings retailer which was acquired by The Home Depot (NYSE: HD) in 2014. After the acquisition, Mr. Steinfeld remained CEO of GCC and served on The Home Depot Online Leadership Team from 2015 until he left the company. Mr. Steinfeld serves as Entrepreneur-in-Residence at Rice University’s Jesse H. Jones Graduate School of Business, serves on the Advisory Council at the University of Texas’s Herb Kelleher Entrepreneurship Center, and is the author of the Wall Street Journal Best Seller, Lead from the Core. Mr. Steinfeld began his career as a certified public accountant.

Election of Directors

DIRECTOR QUALIFICATIONS

DIRECTOR QUALIFICATIONS

The Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. Consistent with the Company’s Sustainability and Governance Committee charter, in identifying candidates for membership on the Board, the Sustainability and Governance Committee takes into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity and the extent to which the candidate would fill a present need on the Board. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities. Consistent with its charter, the Sustainability and Governance Committee considers diversity of experience as well as diversity in gender and whether an individual represents an underrepresented minority or class as factors it considers in conducting its assessment of director nominees, along with such other factors as it deems appropriate given the then current needs of the Board and the Company, to maintain a balance of knowledge, experience, and capability.

When determining whether our director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, our Board considers primarily on our longer-tenured directors’ contributions to our success in recent years, the specific expertise that the more recently elected directors have and are expected to continue to contribute, and on the information discussed in the biographies set forth under “Election of Directors-Biographies.” With respect to Ms. Bilney, the Board considered her extensive marketing and branding experience with highly successful companies such as Humana, Inc. With respect to Mr. Byrne, our Board considered in particular his financial, investment banking and transactional experience and his proven entrepreneurial and operational skills in the industrial services industry. With respect to Mr. Dachowski, our Board considered in particular his extensive financial and building products industry experience. With respect to Mr. Foster, our Board considered in particular his experience as a Chief Financial Officer and member of the audit committee and board of directors of public companies, as well as his financial, investment banking and transactional experience. With respect to Ms. Jones, our Board considered her extensive experience with information technology, digital and cyber-security matters. With respect to Mr. Heckes, our Board considered in particular his current role as our Chief Executive Officer and his extensive management expertise. With respect to Mr. Ruffalo, our Board considered his extensive experience with manufacturing companies and his experience as a Chief Executive Officer of a public company. With respect to Mr. Scricco, our Board considered in particular his extensive management experience, including as Chief Executive Officer of an electronics distribution business, his public-company board experience, his strategy consulting experience, and his familiarity with product marketing, distribution channels and branding. With respect to Mr. Steinfeld, the Board considered his entrepreneurial, e-commerce, and digital experience.

PROCESS FOR SHAREHOLDERS TO RECOMMEND DIRECTOR NOMINEES

Pursuant to its charter, the Sustainability and Governance Committee will evaluate candidates for nomination to the Board, including those recommended by Shareholders, on a substantially similar basis as it considers other nominees, as described above. Shareholders wishing to propose a candidate for consideration may do so by submitting the proposed candidate’s name, age, business address and residential address, principal occupation or employment, and certain other information required by our Articles, to the attention of our Corporate Secretary in accordance with our Articles and the Business Corporations Act (British Columbia) (“BCBCA”). Please note that our Articles require that timely notice be provided by any Shareholder who proposes director nominations for consideration at a Shareholders’ meeting, in addition to other requirements. See “Shareholder Proposals for 2024 Annual Meeting” below. All recommendations for nomination received by the Corporate Secretary that satisfy the requirements of our Articles and the BCBCA relating to such director nominations will be presented to the Sustainability and Governance Committee for its consideration.

Corporate Governance; Board and Committee Matters

BOARD STRUCTURE AND DIRECTOR INDEPENDENCE

Our business, property and affairs are managed under the direction of our Board, which currently has ten directors. and which will consist of nine directors following our 2023 Annual Meeting. Our Board has determined, after considering all the relevant facts and circumstances, that all of the directors other than Mr. Heckes, our President and Chief Executive Officer, are independent, as “independence” is defined by the listing standards of the NYSE, because they have no direct or indirect material relationship with the Company (either directly or as a partner, Shareholder or officer of an organization that has a relationship with us) that would cause the independence requirements of the NYSE listing standards to not be satisfied, and otherwise meet the NYSE listing standards. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer, Chief Financial Officer and other officers, by reviewing materials provided to them, by visiting our offices and facilities, and by participating in meetings of the Board and its committees. We currently separate the roles of Chief Executive Officer and Chairman of the Board. This structure properly reflects our belief that our Shareholders’ interests are best served by the day-to-day management direction of the Company under Mr. Heckes, as President and Chief Executive Officer, together with the leadership of our Chairman of the Board, Mr. Byrne.

MEETINGS OF THE BOARD

In 2022, there were seven meetings of the Board, 20 meetings of its key committees and 4 meetings of a special ad hoc subcommittee. All incumbent directors attended approximately ninety-seven percent (97%) or more of the meetings of the Board and of the committees on which they served during the portion of the year that they served as directors. Absent extraordinary circumstances, we expect all directors and nominees to attend our Annual Meeting. All directors who were nominated as directors for election in 2022 were in attendance at the 2022 annual general meeting of Shareholders.

EXECUTIVE SESSIONS

As required by the NYSE listing standards, non-employee directors meet by themselves, without management or employee-directors present, at regularly scheduled in-person Board meetings, meetings of the committees of the Board and videoconference meetings, as appropriate. The Chairman of the Board, Mr. Byrne, or the Chair of the committee, as applicable, presides at these meetings.

BOARD COMMITTEES; MEMBERSHIP

We currently have the following committees: Audit Committee, Human Resources and Compensation Committee, and Sustainability and Governance Committee, each of which has the responsibilities and composition described below. The Board has adopted charters for each of these committees describing the authority and responsibilities delegated to each committee by the Board. All committee charters are available at our website, www.masonite.com, and available in print to any Shareholder without charge, upon request to Masonite International Corporation, 1242 East 5th Avenue, Tampa, FL 33605 Attention: Corporate Secretary, or by calling (800) 895-2723.

Audit Committee

The Audit Committee currently consists of Jonathan F. Foster (Chair), Peter R. Dachowski and Jay I. Steinfeld. The Audit Committee met nine times in 2022. Each member of our Audit Committee is independent under applicable NYSE listing standards and meets the heightened standards for independence required by U.S. securities law, including Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”). Each member is financially literate under applicable NYSE listing standards and our Board has determined that each of Mr. Foster and Mr. Dachowski is qualified as an audit committee financial expert within the meaning of applicable SEC regulations. The Audit Committee oversees and evaluates and, where necessary or advisable, makes recommendations as to the quality and integrity of the financial statements of the Company, the internal control

Corporate Governance; Board and Committee Matters

BOARD COMMITTEES; MEMBERSHIP

and financial reporting systems of the Company, the compliance by the Company with legal and regulatory requirements in respect of financial disclosure, the qualification, independence and performance of the Company’s independent registered public accounting firm and the performance of the Company’s internal audit functions. In addition, the Audit Committee is directly responsible for the appointment, compensation, retention, termination and oversight of the work of the independent registered public accounting firm (including oversight of the resolution of any disagreements between management and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest services for the Company, subject to any applicable approvals required from our Board or our Shareholders.

Human Resources and Compensation Committee

The Human Resources and Compensation Committee currently consists of Francis M. Scricco (Chair), Peter R. Dachowski, William O. Oesterle, and Barry A. Ruffalo. The Human Resources and Compensation Committee met six times in 2022. Each member of our Human Resources and Compensation Committee is independent under applicable NYSE listing standards and qualifies as a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. The Human Resources and Compensation Committee reviews and, as it deems appropriate, recommends to the Board policies, practices and procedures relating to the compensation and succession planning for our executive officers and other managerial employees and the establishment and administration of employee benefits plans. The Human Resources and Compensation Committee also exercises all authority under the Company’s employee equity incentive plans, subject to any applicable approvals required from our Board or our Shareholders. The Human Resources and Compensation Committee may delegate its authority as it deems appropriate to a subcommittee composed of one or more members. The Human Resources and Compensation Committee has utilized Frederic W. Cook & Co. (“FW Cook”) as its independent consulting firm since 2010. For a discussion concerning the processes and procedures for considering and determining executive and director compensation and the role of executive officers and the compensation consultant in determining or recommending the amount or form of executive and director compensation, see “Compensation Discussion and Analysis” and “Director Compensation.”

Sustainability and Governance Committee

The Sustainability and Governance Committee currently consists of Jody L. Bilney (Chair), Francis M. Scricco, and Daphne E. Jones. The Sustainability and Governance Committee met five times in 2022. Each member of our Sustainability and Governance Committee is independent under applicable NYSE listing standards. The Sustainability and Governance Committee reviews and, as it deems appropriate, recommends to the Board policies and procedures relating to director and Board committee nominations and corporate governance policies, oversees the Company’s ethics and compliance program, reviews policies with respect to risk assessment and risk management and provides oversight for risk management processes, overseeing and monitoring the Company’s approach to environmental and social responsibility matters and strategies related to corporate citizenship and sustainability, oversees the Company’s strategies and processes related to information security and technology risks (including cybersecurity), assist the Board in overseeing and monitoring the Company’s Shareholder engagement program, and establishes and administers the process related to annual assessment of Board, committee and individual director performance. The Sustainability and Governance Committee has oversight with respect to the Company’s strategies and processes related to information security matters and is updated by management at each committee meeting. The Company has an information security risk insurance policy and provides periodic information security training to employees of the Company.

BOARD ROLE IN OVERSIGHT OF RISK AND ENVIRONMENTAL AND SOCIAL MATTERS

The Board takes an active role in the oversight of our most significant risks. The Board executes its risk oversight function at the Board level and through delegation to its Board committees. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. While the Board and its committees oversee risk management, management is responsible for the day-to-day management of the overall risks facing the Company. A management led enterprise risk management committee meets at least quarterly to assess and review identified risks and efforts being taken to appropriately mitigate risk and consider

Corporate Governance; Board and Committee Matters

BOARD ROLE IN OVERSIGHT OF RISK AND ENVIRONMENTAL AND SOCIAL MATTERS

emerging risk and the potential impact to the Company. The Audit Committee reviews the guidelines and policies governing the process by which risk assessment and risk management are managed by management with the oversight of the Sustainability and Governance Committee. The Audit Committee also reviews the Company’s major financial risk exposures and management’s actions to monitor and control such exposures. The Board has delegated to the Sustainability and Governance Committee the primary responsibility for overseeing our risk management framework and methods for identifying and managing management’s adherence to the framework, including periodic review of the structure and effectiveness of our management risk committee. In overseeing our risk management framework the Sustainability and Governance Committee, together with management, considers the risks and opportunities that impact the long-term sustainability of the Company’s business model, including ESG matters, and whether our business strategy is consistent with the Company’s risk appetite. The Human Resources and Compensation Committee conducts a compensation plan risk assessment in order to ensure that our compensation plans focus on growth in Shareholder value without incentivizing undue risk. Our Board receives reports from the committees and periodically assesses the enterprise-level risks that face the Company from a strategic point of view and reviews options for risk mitigation. With respect to cyber-security oversight, the Board periodically receives updates on cybersecurity. In addition, at every meeting of the Sustainability and Governance Committee, the Committee receives reports and/or updates from management on the primary cyber-security risks facing the Company and the measures the Company is taking to mitigate such risks. In addition to such periodic reports, the Board and/or the Sustainability and Governance Committee receive updates from management as to changes to the Company’s cyber-security risk profile or certain newly identified risks.

COMMITMENT TO SUSTAINABILITY AND CORPORATE RESPONSIBILITY

Our Board, together with management, recognize the importance of ESG matters and how they impact our stakeholders, including our Shareholders, customers, employees, suppliers, and the communities in which we operate. We believe that good business, economic growth, and management of environmental and social matters go hand-in-hand. We are committed to conducting operations and activities in a manner that provides and maintains safe and healthful working conditions, protects the environment and conserves natural resources. We are also committed to the continual improvement of our management of environmental matters and our environmental, health and safety programs. In light of the continued importance of these matters, we have developed a multi-year road map to enhance our ESG programs and disclosures, including assessing potential risks and opportunities of climate change.

In 2019, we published our inaugural Corporate Responsibility Highlights Report. In 2022, we published our 2021 ESG Report, which reports on our nine material topics and other topics important to Masonite. It contains highlights of our achievements from the year, including our Scope 1 and 2 greenhouse gas emissions. Our ESG Report was aligned to the Sustainability Accounting Standards Board Building Products & Furnishings standard and the Task Force for Climate-Related Financial Disclosures Index. In addition, we have issued climate-related disclosures in alignment with CDP Climate Change (formerly the Carbon Disclosure Project) framework and received a B on our 2022 response. To view our ESG policies, reports, and disclosures, and for more information about our sustainability and corporate citizenship programs, including our 2021 ESG Report, please visit the ESG section of our website at www.masonite.com. Such website is not part of this proxy solicitation and is not incorporated by reference into this Proxy Statement.

Our Board and management oversee sustainability matters to ensure that the long-term interests of our Shareholders are being served and to monitor adherence to Masonite’s standards and policies relating to corporate responsibility. In 2018, we added formal responsibility for ESG matters to the Sustainability and Governance Committee charter, and management has presented to both the Board and the Sustainability and Governance Committee on issues such as safety, business continuity, and environmental matters. In 2020, we also established a management led ESG Steering Committee with a formal charter and designated subcommittees for Environmental, Social and Governance.

Finally, our Board believes that what is measured matters and, accordingly, our annual cash bonus plan for management has included specific ESG metrics for three consecutive years, which ensures that management is held accountable for our ESG performance.

Corporate Governance; Board and Committee Matters

CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS

CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS

Our Board has adopted Corporate Governance Guidelines that reflect the principles by which we operate. From time to time, the Sustainability and Governance Committee and the Board review and revise our Corporate Governance Guidelines in response to evolving best practices as appropriate. We have also adopted a Values Guide/Code of Conduct (the “Code of Conduct”), which applies to all of our directors, officers and employees. We have posted and intend to continue to post any amendments to or waivers from our Code of Conduct on the Corporate Governance documents page on our website to the extent applicable to our CEO, CFO, Corporate Controller, and any other officer who may function as a Chief Accounting Officer or a director. Our Corporate Governance Guidelines, the Code of Conduct, and other information are available at our website, www.masonite.com, and such information is available in print to any Shareholder without charge, upon request to Masonite International Corporation, 1242 East 5th Avenue, Tampa, FL 33605, Attention: Corporate Secretary, or by calling (800) 895-2723.

Shareholder Engagement

2022 ENGAGEMENT

To ensure the continued creation of long-term value to our Shareholders, we launched a formal, proactive Shareholder program in 2022. This program is additive to our regular, ongoing dialogue with Shareholders throughout the year, and extends beyond earnings-related discussions to topics such as, among other topics, ESG, DEI, risk management, and executive compensation. We recognize the value of engaging with our Shareholders, and intend to be thoughtful about and responsive to Shareholder feedback gained through the process. The Sustainability and Governance Committee assist the Board in overseeing and monitoring the Company’s approach to the Shareholder engagement program.

Coinciding with the launch of the program, Company management engaged with key Shareholders in the fall of 2022. We sought contact with our top institutional Shareholders, and received written feedback from several Shareholders and conducted a video conference conversation with one Shareholder representing contact with holders of approximately 6% of our Common Share outstanding despite the program being in its nascent stage. Following each engagement, Shareholder feedback will be assessed by the management leadership team and communicated to the Board and its committees, as applicable. These conversations will influence potential enhancements to our ESG, risk management, executive compensation and other practices, which may ultimately be reflected in our public disclosures. The diagram on the below left depicts the key phases of our Shareholder engagement program, which we expect to be an ongoing process moving forward. The graphic on the below right depicts some of the themes of our shareholder engagement conversations.

Corporate Governance; Board and Committee Matters

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2022, Messrs. Scricco, Dachowski, Oesterle and Ruffalo served on the Human Resources and Compensation Committee. During 2022, no member of our Human Resources and Compensation Committee was an employee or officer or former officer of Masonite or had any relationships requiring disclosure under Item 404 of Regulation S-K. None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Board or our Human Resources and Compensation Committee during 2022.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company’s Related Person Transaction Policy defines a “Related Person Transaction” as any transaction that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K in which the Company was or is to be a participant, the amount involved exceeds $120,000, and in which any Related Person had or will have a direct or indirect material interest, other than an employment relationship or transaction involving an executive officer and any related compensation. A “transaction” includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships. A “Related Person” is (i) any person who is, or at any time since the beginning of 2022, was an executive officer, a director or a director nominee of the Company; (ii) a security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities at the time of occurrence or existence of the Related Person Transaction; and (iii) a person who is an immediate family member of any of the foregoing persons (the term “immediate family” shall include any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and any person (other than a tenant or employee) sharing the household of any of the foregoing persons).

Under the Related Person Transaction Policy, each Related Person Transaction must be approved or ratified in accordance with the guidelines set forth in the policy by the Sustainability and Governance Committee or by the disinterested members of the Board. In considering whether to approve or ratify any Related Person Transaction, the Sustainability and Governance Committee or the disinterested members of the Board, as the case may be, shall consider all factors that in their discretion are relevant to the Related Person Transaction. Additionally, any employment relationship or transaction involving an executive officer and any related compensation must be approved by the Human Resources and Compensation Committee or recommended by the Human Resources and Compensation Committee for its approval. In considering whether to approve or ratify any Related Person Transaction, the Sustainability and Governance Committee or the disinterested members of the Board, as the case may be, shall consider all factors that in their discretion are relevant to the Related Person Transaction. There were no transactions, or currently proposed transactions, considered to be a Related Person Transaction since the beginning of 2022 and through the date of this Proxy Statement.

COMMUNICATIONS WITH DIRECTORS

Interested parties, including Shareholders, may contact the Chairman of the Board or one or more members of the Board or its committees by writing to them at: Board of Masonite International Corporation, c/o Masonite International Corporation, 1242 East 5th Avenue, Tampa, Florida 33605.

POLICY ON HEDGING AND PLEDGING OUR SECURITIES

We have a trading policy that prohibits all directors, officers, employees and Company consultants from: (i) engaging in any derivative transactions in our securities, such as trading in puts, calls, covered calls short positions or other derivative products involving our securities other than options and stock appreciation rights under certain Company sponsored benefit plans, (ii) engaging in short sales of Company securities, (iii) engaging in any hedging transaction (including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of Company equity securities, and (iv) holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act, as amended, requires directors, executive officers and beneficial owners of more than ten percent (10%) of our Common Shares to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Shares. Based solely on our review of electronic filings with the SEC of such reports and written representations from our executive officers and directors that no Form 5 is required, we believe that all such reports were submitted on a timely basis during 2022.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of Common Shares of Masonite securities beneficially owned as of the close of business on March 20, 2023, by (i) each of those known to the Company to be the beneficial owner of more than 5% of our Common Shares, (ii) each director, (iii) the named executive officers listed in the Summary Compensation Table (“NEO’s”), and (iv) all directors and all our executive officers as a group.

The percentage of Common Shares outstanding provided in the tables are based on 22,217,287 outstanding as of the close of business on March 20, 2023. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

The foregoing information is based solely on filings made under Sections 13(d) and 13(g) of the Exchange Act as of the close of business on March 20, 2023, the only Shareholders known to us to beneficially own more than 5% of any class of our voting securities are:

Security Ownership of Certain Beneficial Owners and Management

DIRECTORS AND EXECUTIVE OFFICERS:

DIRECTORS AND EXECUTIVE OFFICERS:

Director Compensation

During 2022, the annual non-employee director compensation program was structured as follows:

All cash retainers are payable in equal installments at the beginning of each fiscal quarter. As indicated above, our non-employee directors other than the Non-Executive Chairman of the Board also receive an annual equity retainer of restricted stock units where the number of restricted stock units granted is determined by dividing $100,000 by the fair market value of a Common Share on the grant date. The number of restricted stock units granted to the Non-Executive Chairman of the Board is determined by dividing $150,000 by the fair market value of a Common Share on the grant date. These grants are made annually immediately after a director is elected or re-elected as the case may be, to our Board and will vest on the first anniversary of the grant date, subject to the director’s continued service on the Board through the vesting date.

All directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board and its committees.

STOCK OWNERSHIP GUIDELINES

We have stock ownership guidelines that require each of our non-employee directors to own meaningful equity stakes in Company stock to further align their economic interests with those of our Shareholders. Our stock ownership guidelines require that our non-employee directors own Common Shares in an amount not less than five times the amount of their annual cash retainer. Compliance with these guidelines is measured once per fiscal year on the last day of the first fiscal quarter. Restricted stock units count as shares for purposes of the guidelines. There is no particular date by which the requisite share ownership level must be achieved. However, until the required level of ownership is achieved, each non-employee director must retain at least fifty percent of the number of Common Shares acquired by the director upon the settlement of any restricted stock units. As of the last measurement date on April 3, 2022, all of the directors owned the number of shares required by the guideline except for Mr. Oesterle and Ms. Jones (both of whom joined the Board in February, 2018), Mr. Steinfeld (who joined the Board in November, 2020) and Mr. Ruffalo (who joined the Board in July, 2021).

Director Compensation

DIRECTOR COMPENSATION FOR 2022

DIRECTOR COMPENSATION FOR 2022

Consistent with the compensation programs discussed above, the table below summarizes the 2022 compensation of all of our directors other than Mr. Heckes, who is a NEO. The compensation for Mr. Heckes is discussed under the section titled “Compensation Discussion and Analysis” and related tables.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information about our Common Shares that may be issued upon exercise of options, warrants and rights under the Masonite International Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”), Masonite International Corporation 2012 Equity Incentive Plan (the “2012 Plan”), and the Masonite International Corporation 2014 Employee Stock Purchase Plan. All outstanding awards relate to Common Shares. Information is as of January 1, 2023.

Compensation Committee Report

The Human Resources and Compensation Committee of the Board has reviewed and discussed the following section of this Proxy Statement entitled “Compensation Discussion and Analysis” with management. Based on this review and discussion, the Human Resources and Compensation Committee has recommended to the Board that this Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended January 1, 2023.

Submitted by the Human Resources and Compensation Committee of the Company’s Board.

Francis M. Scricco (Chairman)

Peter R. Dachowski

William S. Oesterle

Barry A. Ruffalo

Executive Compensation

NAMED EXECUTIVE OFFICERS

Our Named Executive Officers

This section discusses the compensation of our Chief Executive Officer, our Chief Financial Officer and our other three most highly compensated officers for the fiscal year ended January 1, 2023 (referred to herein as 2022), who are hereafter referred to as our named executive officers or NEOs. For 2022, the following individuals were our NEOs:

EXECUTIVE SUMMARY

Our Business

We are a leading global designer, manufacturer, marketer and distributor of interior and exterior doors for the new construction and repair, renovation and remodeling sectors of the residential and non-residential building construction markets. Since 1925, we have provided our customers with innovative products and superior service at compelling values. As of January 1, 2023, we served over 6,500 customers globally and had over 10,000 employees and contract personnel worldwide.

Executive Compensation Program Attributes

Our executive compensation program is based on an underlying philosophy that compensation should attract, engage and retain high caliber talent, reward performance and align the interests of our executives with the interests of our Shareholders. We execute this philosophy by providing our executives with base salaries, cash bonus awards under our annual cash bonus plan, grants of a combination of performance-based and time-based equity awards under our long-term incentive plan, severance and change in control benefits, and other employee benefits. To focus our NEOs on delivering results, both short- and long-term, a significant amount of their target total direct compensation mix is weighted towards at-risk compensation.

Compensation Best Practices

As part of our compensation philosophy, we have adopted a number of practices to help ensure a balanced and transparent executive compensation structure, including:

Executive Compensation

EXECUTIVE SUMMARY

2022 Executive Compensation Highlights

Executive Compensation

EXECUTIVE SUMMARYR

2022 Corporate Governance Highlights

Our Board is committed to maintaining sound governance practices and standards with respect to its oversight of our executive compensation program, including the following:

Executive Compensation

INTRODUCTION TO COMPENSATION DISCUSSION & ANALYSIS

INTRODUCTION TO COMPENSATION DISCUSSION & ANALYSIS

Our Compensation Discussion and Analysis (“CD&A”) explains the philosophy and objectives of our compensation program and our process for setting compensation for our NEOs for 2022.

Our executive compensation program is overseen by the Human Resources and Compensation Committee. As discussed in greater detail below, we offer our NEOs a balanced compensation structure, comprised of the following components:

In making its decisions on an executive’s compensation, the Human Resources and Compensation Committee considers the nature and scope of all elements of the executive’s total compensation package, the executive’s responsibilities and his or her effectiveness in supporting our key strategic, operational and financial goals (but does not assign any specific weighting to any of the items considered).

COMPENSATION DISCUSSION & ANALYSIS

Executive Compensation Objectives

Our executive compensation program is overseen by the Human Resources and Compensation Committee. The Human Resources and Compensation Committee consults with the Board in determining the compensation package of our Chief Executive Officer and has ultimate responsibility for determining the compensation for all of the NEOs. In making its compensation decisions, the Human Resources and Compensation Committee considers, among other things, market data and trends, input from the Human Resources and Compensation Committee’s independent compensation consultant FW Cook (whose role is discussed below), and, with respect to the NEOs other than our Chief Executive Officer, the recommendations of our Chief Executive Officer (as discussed in more detail below).

The Human Resources and Compensation Committee is responsible for establishing and annually reviewing the overall compensation philosophy of the Company for its executive officers. The key principles guiding the Human Resources and Compensation Committee in making compensation determinations are as follows:

Compensation Philosophy and Pay Mix

The Human Resources and Compensation Committee strives to provide pay opportunities that align within a competitive range, generally defined as +/- 15% of the median, of the market for executive talent, as determined

Executive Compensation

COMPENSATION DISCUSSION & ANALYSIS

using both our peer group and general industry market survey data, and considers competitive compensation practices and other relevant factors such as experience, contribution, internal equity, and performance in setting each NEO’s target total direct compensation. Target total direct compensation represents the sum of target total cash compensation (base salary plus target annual incentive bonus) and target long-term equity incentive awards. Given our performance-based program, the actual amount of compensation realized will be determined by our ability to perform against pre-established performance goals and, for the MIP, the balanced scorecard, and by increasing our stock price.

Our executive compensation program provides for a mix of performance-based and fixed compensation elements and our Human Resources and Compensation Committee strives to achieve an appropriate balance between these two types of compensation, as well as an appropriate mix of cash and equity-based compensation. The mix of compensation elements is designed to reward individual and team performance and enterprise value growth and is weighted towards at-risk compensation, both in the form of performance-based annual cash bonuses and equity-based compensation, including performance-based restricted stock units, time-based restricted stock units, and SARs.

The charts below illustrate the target total direct compensation for 2022 for Mr. Heckes and the average of the other four NEOs, in each case, excluding the special one-time grant of performance-vesting restricted stock units on August 3, 2022.

Prior Year’s Shareholder Advisory Vote

Each year, the Human Resources and Compensation Committee considers the outcome of the Shareholder advisory vote on executive compensation when making future decisions relating to the compensation of our NEOs and our executive compensation program and policies. We believe that our Shareholders recognize the positive attributes of our executive compensation program. We received strong support for our executive compensation program from our Shareholders at our last annual meeting of Shareholders, at which, approximately 96% of the votes cast for the “say on pay” proposal were in favor of the 2021 compensation for our NEOs.

Executive Compensation

ROLE OF OUR HUMAN RESOURCES AND COMPENSATION COMMITTEE

ROLE OF OUR HUMAN RESOURCES AND COMPENSATION COMMITTEE

The Human Resources and Compensation Committee makes compensation decisions for our NEOs after reviewing our performance for the preceding fiscal year, our short- and long-term strategies, and current economic and market conditions, and carefully evaluating each NEO’s performance during the preceding fiscal year against established organizational goals, leadership qualities, operational performance, business responsibilities, tenure, current compensation arrangements and long-term potential to enhance enterprise value. The Human Resources and Compensation Committee takes a holistic view in its assessment of executive compensation arrangements, taking into consideration the foregoing factors and Shareholder considerations, not necessarily relying on any one factor exclusively in determining compensation for our NEOs. In making compensation decisions, the Human Resources and Compensation Committee receives advice from FW Cook and input from our Chief Executive Officer (and other executive officers), as further discussed below.

ROLE OF OUR CHIEF EXECUTIVE OFFICER AND OTHER EXECUTIVE OFFICERS

Our Chief Executive Officer reviews the base salaries of our NEOs (other than himself) on an annual basis and, if applicable, recommends base salary adjustments to the Human Resources and Compensation Committee, based on each NEO’s performance and responsibilities. The Chief Executive Officer confers with our Senior Vice President of Human Resources and together they consider applicable market data provided by FW Cook. In addition, the Chief Executive Officer and our Senior Vice President of Human Resources provide the Human Resources and Compensation Committee with input regarding our annual cash incentive plan (as discussed below) and equity grants for executive officers, including but not limited to recommendations regarding eligibility for such grants and the size of the applicable grant. Additionally, our Executive Vice President and Chief Financial Officer provides input to our Chief Executive Officer and the Human Resources and Compensation Committee with respect to the financial performance aspects of our annual cash incentive plan and any performance-based equity awards. Although our Chief Executive Officer regularly attends meetings of the Human Resources and Compensation Committee, he recuses himself from those portions of the meetings related to his compensation. The Human Resources and Compensation Committee, in consultation with our Board, is exclusively responsible for determining any base salary changes and for making any other compensation decisions with respect to our Chief Executive Officer.

ROLE OF COMPENSATION CONSULTANT

Our independent consulting firm, FW Cook, is engaged by, and reports directly to, the Human Resources and Compensation Committee. FW Cook provides our Human Resources and Compensation Committee with input and guidance on all components of our executive compensation program. Except for services provided to the Human Resources and Compensation Committee related to executive compensation and non-employee director compensation, FW Cook did not provide any additional services to the Company during 2022.

The Human Resources and Compensation Committee has evaluated whether any work performed by FW Cook raised any conflict of interest and determined there was no conflicts of interest during 2022.

BENCHMARKING

Peer Group Review and Benchmarking Study

The Human Resources and Compensation Committee requests FW Cook to review our peer group used to benchmark executive compensation on an annual basis and recommend changes as appropriate. In 2021, FW Cook conducted an updated peer group review and examined the following general criteria in order to support its recommendation: (i) operational fit reflecting companies in the building products industry and subject to similar economic opportunities and pressures as well as similar business and performance characteristics; (ii) financial scope reflecting companies of similar size and scale (with size for purposes of peer group development generally defined as 1/3 to 3 times Masonite’s revenue and market cap), in addition to relevant secondary measures such as total assets and net income; (iii) competitor companies with whom Masonite competes for executive talent and that operate in similar economic markets, (iv) public companies listed on

Executive Compensation

BENCHMARKING

major U.S. stock exchanges and subject to U.S. disclosure rules, and (v) additional considerations such as cross-referenced peer groups. Based on FW Cook’s review, the Human Resources and Compensation Committee approved the following list of companies as an appropriate peer group for benchmarking executive compensation, and making compensation decisions for 2022 (the “2022 Peer Group”):

In late 2021, upon request from the Human Resources and Compensation Committee, FW Cook conducted an updated benchmarking study of our executive compensation based on the 2022 Peer Group, as well as other market information from third-party surveys. The Human Resources and Compensation Committee took the results of this benchmarking study into account in making compensation decisions in 2022. After reviewing this study, the Human Resources and Compensation Committee determined that target total direct compensation and target long-term incentive compensation were within the competitive range of market median for the CEO and for all other NEOs as a group. This determination took into account the base salary increases for each NEO described below.

The Human Resources and Compensation Committee approved base salary adjustments in February 2022 for Messrs. Heckes, Tiejema, White and Paxton after taking into consideration the results of the 2021 benchmarking study and other factors (as further described below in the “Elements of Our Executive Compensation Program - Base Salary” section).

For purposes of determining the size of the long-term incentive awards that were granted to our NEOs in February 2022 (as described below in the “Long-Term Equity Incentive Awards” section), the Human Resources and Compensation Committee considered the results of the 2021 benchmarking study as a factor, in addition to individual performance levels and responsibilities and also considered the goal of providing an appropriate long-term retention incentive for the NEOs (none of these factors were individually weighted).

The Human Resources and Compensation Committee intends to continue to provide compensation opportunities that generally align each NEOs target total direct compensation within a competitive range of the market median and expects that a significant portion of each NEOs total compensation package will continue to be focused on rewarding long-term future performance through a combination of at-risk cash and equity incentive awards.

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

For 2022, our executive compensation program consisted of the following elements:

Base Salary

Base salary is designed to provide our NEOs with a fixed amount of income that is competitive in relation to the responsibilities of each NEO’s position. In February 2022, the Human Resources and Compensation Committee approved base salary merit adjustments for Messrs. Heckes, Tiejema, White and Paxton after considering prevailing market practices for executive merit adjustments and the results of the 2021 benchmarking study. The merit adjustments for the referenced NEOs, which were effective February 28, 2022, reflected the Human Resource and Compensation Committee’s desire to enhance our ability to retain them and to reward them for their performance. Mr. Ball’s base salary was not increased due to the fact that he joined the Company effective September 7, 2021.

Executive Compensation

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The following table sets forth the 2021 year-end base salary, 2022 year-end base salary and the percentage increases for each NEO:

Annual Cash Incentive Bonus

General

The executive compensation program for our NEOs includes our MIP. The MIP is a short-term incentive plan which provides executive officers with a cash bonus award based on the achievement of annual performance goals. The Human Resources and Compensation Committee approves the MIP each year, including the funding threshold, the maximum bonus that may become payable to each participant, the applicable performance goals, and the weighting, payout parameters and specific measures for each performance goal. Each fiscal year, our Chief Executive Officer, following discussions with our Senior Vice President of Human Resources and our Executive Vice President and Chief Financial Officer, makes recommendations to the Human Resources and Compensation Committee for the MIP performance goals (and the applicable targets for achievement of each such performance goal at threshold, target and maximum levels of performance) applicable to all NEOs (including himself) as well as any proposed changes in the terms of the MIP for that fiscal year. The Human Resources and Compensation Committee considers these recommendations, as well as input from FW Cook regarding both current incentive plan design trends and our Chief Executive Officer’s recommendations, in approving the design of the MIP for each fiscal year. Our Chief Executive Officer has no involvement in the determination of an NEO’s actual MIP payout each year, including his own, other than the assignment of an Individual Performance Multiplier for each of his direct reports, inclusive of the NEOs.

2022 Masonite Incentive Plan

After considering management’s recommendations and input from FW Cook, the Human Resources and Compensation Committee determined that the performance measures for the 2022 MIP would focus on our ability to grow total Company profitability (MIP Adjusted EBITDA, as defined in the “MIP and LTIP Definitions and Reconciliation” section below) and our ability to improve organizational performance based on a balanced scorecard consisting of operational, product development, and ESG focus areas (the “Balanced Scorecard”) with the achievement on the Balanced Scorecard being determined in the discretion of the Human Resources and Compensation Committee, based on the Company’s performance in the focus areas. The Human Resources and Compensation Committee determined that the 2022 MIP Adjusted EBITDA metric would be weighted 70% and the 2022 Balanced Scorecard would be weighted at 30% of the MIP to continue to align the 2022 MIP with Shareholder interests and the Company’s strategic priorities for 2022. However, as further discussed below, for Mr. Ball, the 2022 MIP annual cash bonus was instead measured using Segment MIP Adjusted EBITDA (weighted at 50%), Corporate MIP Adjusted EBITDA (weighted at 20%), and the Balanced Scorecard (weighted at 30%).

In addition, in 2022, the Human Resources and Compensation Committee included an individual Performance Multiplier (“IPM”) for MIP participants, including our NEOs, to drive a performance culture. The IPM is a multiplier of 0.75x to 1.25x, tied to individual performance objectives and results. The IPM is calculated after the Company’s financial results and the corresponding baseline payout levels have been cleared. The Human Resources and Compensation Committee will consider recommendations made by the CEO for the NEOs and will decide the appropriate IPM for the CEO. The CEO can recommend and the Human Resources and Compensation Committee can reallocate funds away from any NEO with an IPM < 1.0x to the remaining pool of NEOs. The pro-rated portion of MIP funding for any performance-managed NEO termination during the year may also be reallocated to the

Executive Compensation

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

pool of remaining NEOs. In addition, pool funding of up to 5% of MIP Target may be used by the CEO to make additional payments to key performers.

Corporate MIP Structure

For 2022, for each NEO (other than Mr. Ball) the MIP performance goals and the individual weighting assigned to each performance goal as a percentage of the applicable target bonus were established as follows:

The table below shows the threshold, target, and maximum for the MIP Adjusted EBITDA goal for 2022:

For 2022, the MIP required achievement of a minimum MIP Adjusted EBITDA of $375 million in order for any MIP bonuses to become payable (even if the Human Resources and Compensation Committee exercised its discretion with respect to the Balanced Scorecard). For 2022, the payout percentages for MIP Adjusted EBITDA performance goal and the Balanced Scorecard goal for performance at threshold, target and maximum were set as follows:

North American Residential Segment-Specific MIP Structure

For 2022, for Mr. Ball, whose performance is measured against the segment-specific North American Residential MIP plan goals and the individual weighting assigned to each performance goal as a percentage of the applicable target bonus were established as follows:

The table below shows the threshold, target, and maximum for the North American Residential MIP Adjusted EBITDA goal for 2022:

Executive Compensation

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

For 2022, the payout percentages for North American Residential MIP Adjusted EBITDA performance goal and the North American Residential Balanced Scorecard goal for performance at threshold, target and maximum were set as follows:

Following the completion of 2022, the MIP payout pool was calculated using data derived from the audited financial results. In 2022, our Corporate MIP Adjusted EBITDA performance was $453.0 million resulting in performance of 100.2% of target. Our North American Residential MIP Adjusted EBITDA performance was $465.9 million, resulting in performance of 110.9% of target. Using a straight-line interpolation method, these financial results were then interpolated between the target and maximum levels and yielding a plan payout of 103.0% for the Corporate MIP Adjusted EBITDA performance goal and a plan payout of 200.0% for the North American Residential MIP Adjusted EBITDA performance goal.

The 2022 Balanced Scorecard included performance considerations related to launch and commercialization of new products, development of alternative sales channels, and advancement of ESG initiatives including safety, diversity and inclusion. After careful review, the Human Resources and Compensation Committee decided that the 2022 performance level for the Corporate Balanced Scorecard metrics was achieved at 80% of target for the Corporate plan and at 75% of target for the North American Residential segment plan.

Based on performance against the applicable pre-established MIP Adjusted EBITDA performance goals and consideration of the Balanced Scorecard achievement, the 2022 Corporate MIP bonus payment percentage was calculated as follows:

Based on performance against the pre-established MIP Adjusted EBITDA performance goal and consideration of the Balanced Scorecard achievement, the 2022 North American Residential MIP bonus payment percentage was calculated as follows:

The actual 2022 bonus payouts for each NEO eligible to participate in the MIP in 2022 were calculated by multiplying (1) the NEO’s annual base salary, times (2) the NEO’s target bonus percentage, times (3) the final MIP payout percentage of 96.1% for each NEO other than Mr. Ball and 143.1% for Mr. Ball, times (4) the Individual Performance Multiplier assigned by the CEO of 1.0 for Messrs. Tiejema and White and 1.05 for Messrs. Ball and Paxton.

Executive Compensation

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Applying the above-described formula, the bonuses paid to each NEO eligible to participate in the 2022 MIP were as follows:

Long-Term Equity Incentive Awards

February 2022 Annual Long-Term Incentive Grant

The Human Resources and Compensation Committee believes that a significant portion of the equity awards granted to our executive officers should be earned based on the level of our performance pursuant to the financial and operating objectives over a three-year performance period as described below. Tying a significant portion of the annual equity grants to our long-term performance serves to align a greater portion of our NEOs’ total direct compensation to the achievement of our long-term financial and operating performance objectives over a three-year period and serves as a balance to the MIP, which measures our performance over a one-year period. For 2022, the Human Resources and Compensation Committee determined that the target equity value granted to each NEO would consist of 60% restricted stock units subject to performance-based and time-based vesting conditions, 30% restricted stock units subject only to time-based vesting conditions, and 10% SARs subject only to time-based vesting conditions but which only retain value if our share price increase above the exercise price.

After taking into consideration the results of the 2021 benchmarking study, in addition to individual performance levels and responsibilities and providing an appropriate long-term retention incentive for the NEOs (none of which factors were individually weighted), the Human Resources and Compensation Committee approved target values for long-term incentive grants in 2022 as follows.