The CEO's total reported compensation of $7,428,822 is within a reasonable range for a CEO of a $1.2B consumer cyclical manufacturer, and the prior say-on-pay vote received 97% support, reflecting strong shareholder endorsement. The pay program is well-structured: at target, 85% of CEO pay is variable and at-risk, long-term equity awards use meaningful three-year performance metrics (cumulative adjusted EBITDA and average adjusted return on invested capital), the annual bonus uses measurable financial metrics with no discretionary inflation above formula, and both mandatory and discretionary clawback policies are in place. While MBC's stock underperformed the XLY sector ETF over three years, the variable pay structure ties outcomes to internal financial metrics rather than simply paying above-benchmark bonuses during a period of stock underperformance, and the 2025 annual bonus payed at exactly 100% of target — reflecting a balanced outcome where strong cash flow offset below-threshold earnings — which is consistent with pay-for-performance alignment.

The non-audit fees paid to PwC in 2025 totaled approximately $1,752,000 (audit-related fees of $1,750,000 plus other fees of $2,000), compared to audit fees of $3,950,917, producing a non-audit-to-audit ratio of approximately 44% — which on its face is below 50%. However, the $1,750,000 in audit-related fees in 2025 was entirely attributable to due diligence services for the pending American Woodmark merger, which is not part of the statutory audit scope and therefore must be included in the non-audit calculation under the policy. Including those fees, non-audit fees represent approximately 44% of audit fees — which is below 50%, so the ratio trigger does not fire. PwC is a Big 4 firm appropriate for a $1.2B company, auditor tenure is not disclosed so the tenure trigger cannot fire, and no material restatements are noted. Vote is FOR.