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Fortune Brands appoints Peter Clifford CFO

Fortune Brands Innovations appoints a new CFO, pairing the leadership change with multi-year, performance-based equity inducement awards.

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fortune Brands Innovations, Inc. (FBIN) announced that its Board appointed Peter G. Clifford as Executive Vice President and Chief Financial Officer, effective September 21, 2026, with former Interim CFO Ashley George returning to the role of Senior Vice President – Finance on the same date. Clifford’s compensation package includes a $700,000 annual base salary, an annual bonus target equal to 90% of base salary (pro-rated for 2026), and a long-term incentive target of $1,950,000 delivered in performance share awards, restricted stock units and stock options. As an inducement to join, he will receive a performance-based restricted stock unit award for 130,000 shares and a service-based stock option award for 65,000 shares, vesting over three to four years, with RSU vesting tied to stock price goals of $80, $100 and $125. Shares from these inducement awards must be retained during his employment, and at least 50% must be held for one year after any employment termination.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Annual base salary $700,000 Base salary for Peter G. Clifford as CFO
Annual bonus target 90% of base salary Target cash incentive for Peter G. Clifford, pro-rated for 2026
Long-term incentive target $1,950,000 per year Annual long-term incentive compensation target value for CFO role
Inducement performance-based RSUs 130,000 shares Performance-based restricted stock unit inducement award for Peter G. Clifford
Inducement stock options 65,000 shares Service-based stock option inducement award for Peter G. Clifford
Stock price performance goals $80, $100 and $125 per share Price triggers for vesting portions of the inducement performance-based RSU award
Post-termination holding requirement 50% of shares for 1 year Minimum shares from inducement awards that must be held for one year after termination
performance share awards financial
"delivered in the form of performance share awards (50%), with performance conditions"
Performance share awards are grants of company stock that executives or employees receive only if the business reaches specific financial or operational goals over a set period. They matter to investors because they align management’s pay with company performance—like a bonus that pays in shares only when targets are hit—so successful outcomes can boost future earnings and share value while failures mean the awards are forfeited.
restricted stock units financial
"restricted stock units (25%) and stock options (25%)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock options financial
"service-based stock option award with respect to 65,000 shares"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
employment inducement awards financial
"granted to Mr. Clifford outside of the Company’s 2022 Long-Term Incentive Plan as employment inducement awards"
Employment inducement awards are stock-based incentives—such as options or restricted shares—given to new hires to persuade them to join a company and stay for a period of time. They matter to investors because they can dilute existing ownership, create a future expense on the company’s books, and align the new employee’s interests with shareholders much like a signing bonus that turns into company stock over time.
Section 303A.08 regulatory
"under Section 303A.08 of the New York Stock Exchange Listed Company Manual"
forward-looking statements regulatory
"This press release contains forward-looking statements that are made pursuant to the safe harbor"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did FBIN announce in this 8-K?

Fortune Brands Innovations announced that Peter G. Clifford was appointed Executive Vice President and Chief Financial Officer, effective September 21, 2026, and that Interim CFO Ashley George will assume the role of Senior Vice President – Finance on the same date.

What is the new CFO’s compensation package at FBIN?

Peter Clifford will receive an annual base salary of $700,000, an annual bonus target of 90% of base salary (pro-rated for 2026), and a long-term incentive compensation award with an annual target value of $1,950,000, delivered in performance share awards, restricted stock units and stock options.

What inducement equity awards will FBIN grant to the new CFO?

As an employment inducement, Peter Clifford will receive a performance-based restricted stock unit award covering 130,000 shares and a service-based stock option award covering 65,000 shares, both granted outside FBIN’s 2022 Long-Term Incentive Plan under NYSE Section 303A.08.

How do the performance-based RSUs for FBIN’s new CFO vest?

The performance-based RSU award is scheduled to vest 50% on the third anniversary and 50% on the fourth anniversary of the grant date, subject to stock price goals of $80, $100 and $125 and to Peter Clifford’s continued service as an executive officer through the applicable vesting dates.

What holding requirements apply to the new CFO’s inducement awards at FBIN?

Any shares received under the inducement performance-based RSUs and stock options must be retained for the duration of Peter Clifford’s employment, and after termination for any reason, he must hold at least 50% of those shares for one year following his departure from the company.

Will FBIN’s CFO inducement awards be issued under the existing long-term incentive plan?

No. The inducement performance-based RSU and stock option awards for 130,000 and 65,000 shares, respectively, will be granted outside FBIN’s 2022 Long-Term Incentive Plan as employment inducement awards under NYSE Rule 303A.08.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000151975100015197512026-09-092026-09-09

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 09, 2026

 

 

FORTUNE BRANDS INNOVATIONS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

1-35166

62-1411546

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

1 Horizon Way

Building N

 

Deerfield, Illinois

 

60015-3888

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 847 484-4400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

FBIN

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 9, 2026, Fortune Brands Innovations, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Mr. Peter Clifford as Executive Vice President and Chief Financial Officer of the Company (“CFO”), effective on September 21, 2026. Also effective on September 21, 2026, Ms. Ashley George, Interim Chief Financial Officer, will assume the role of Senior Vice President - Finance, a role in which she previously served.

Mr. Clifford, age 56, is the former Chief Financial Officer of Filtration Group Corporation, a position he held from January 2025 to August 2026. Prior to that, he was the Senior Vice President, Chief Operations Officer and Chief Financial Officer of The AZEK Company Inc. from August 2021 through February 2025. Mr. Clifford served as President and Chief Operating Officer, from May 2019 to August 2021, as well as Chief Financial Officer, from March 2015 to May 2019, of Cantel Medical Corp. Mr. Clifford received a BS in accounting from Eastern Illinois University, an MBA from Northern Illinois University, and completed the Executive Development Program at Stanford University.

There are no arrangements or understandings between Mr. Clifford and any other persons pursuant to which he was selected as an officer of the Company. There are no family relationships between Mr. Clifford and any director or executive officer of the Company and there are no transactions involving the Company that would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Clifford's compensation will consist of: (1) an annual base salary of $700,000; (2) an annual bonus target of 90% of his annual base salary, pro-rated for 2026; and (3) a long-term incentive compensation award with an annual target of $1,950,000. The Compensation Committee approved a prorated long-term incentive award to Mr. Clifford to be delivered in the form of performance share awards (50%), with performance conditions and vesting terms consistent with the Company’s 2026 performance share awards, restricted stock units (25%) and stock options (25%). Mr. Clifford’s long-term incentive compensation award agreements will provide that if Mr. Clifford resigns with good reason or is terminated without cause, the Compensation Committee may provide, in its sole discretion, that such long-term incentive awards may continue to vest in accordance with their original vesting schedules. In connection with his appointment, Mr. Clifford will enter into the Company’s Form of Agreement for the Payment of Benefits Following Termination of Employment, with the benefits for executive officers as described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 30, 2026.

In connection with Mr. Clifford’s appointment as CFO and as an inducement for him to join the Company, he will receive inducement awards, to be granted on September 28, 2026, in the form of a performance-based restricted stock unit award with respect to 130,000 shares of the Company’s common stock (the “Inducement Performance Award”) and a service-based stock option award with respect to 65,000 shares of the Company’s common stock (the “Inducement Option Award”).

The Inducement Performance Award is scheduled to vest with respect to 50% of the award on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, subject to the satisfaction of (a) stock price triggers, with 30%, 40% and 30% of the shares subject to the award vesting based on the attainment of stock price goals of $80, $100 and $125, respectively, and (b) Mr. Clifford's continuous service as an executive officer of the Company through the applicable vesting date. The Inducement Option Award is scheduled to vest in three equal installments on the first three anniversaries of the grant date, subject to Mr. Clifford’s continuous service as an executive officer through the applicable vesting date. Any shares received under the Inducement Performance Award and the Inducement Option Award must be retained for the duration of Mr. Clifford's employment, and following the termination of his employment for any reason, a minimum of 50% of the shares received under the Inducement Performance Award and the Inducement Option Award must be held by Mr. Clifford for one-year post termination from the Company. The Inducement Performance Award and the Inducement Option Award will each be granted to Mr. Clifford outside of the Company’s 2022 Long-Term Incentive Plan as employment inducement awards under Section 303A.08 of the New York Stock Exchange Listed Company Manual.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release issued by the Company on September 9, 2026 in relation to Mr. Clifford's appointment is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 


Exhibit No.

Description

99.1

Press Release dated September 9, 2026 issued by Fortune Brands Innovations, Inc.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

FORTUNE BRANDS INNOVATIONS, INC.

 

 

 

 

Date:

September 9, 2026

By:

/s/ Jack N. Melamed

 

 

 

Jack N. Melamed
Interim Chief Legal Officer and Corporate Secretary

 


Exhibit 99.1

img15918052_0.jpg

 

Fortune Brands Innovations Names Peter G. Clifford Executive Vice President and Chief Financial Officer

 

img15918052_1.jpg

 

DEERFIELD, Ill.--(BUSINESS WIRE)—Sept. 9, 2026--Fortune Brands Innovations, Inc. (NYSE: FBIN or “Fortune Brands” or the “Company”), an industry-leading home, security and digital products company, today announced that Peter G. Clifford was appointed by its Board of Directors to serve as Executive Vice President and Chief Financial Officer, effective September 21, 2026.

Clifford brings more than 30 years of finance leadership experience across building products, healthcare and industrial businesses, including public-company CFO and COO roles at The AZEK Company and Cantel Medical. Most recently, Clifford served as CFO for Filtration Group Corporation from February 2025 to August 2026. Prior to his three CFO positions, Clifford held multiple finance leadership roles at IDEX Corporation and GE. Throughout Clifford’s accomplished career, he has developed deep expertise in global operations, finance transformation and mergers and acquisitions while building credibility with shareholders through clear, effective communications.

“Pete is a disciplined leader who has led businesses to strengthen execution, improve financial processes and create long-term value,” said Fortune Brands Chief Executive Officer Jesse Singh. “Importantly, he brings a pragmatic and balanced approach to both finance and operations. He has worked closely with manufacturing and supply chain operations and understands the day-to-day realities of running a business. We expect this practical perspective on what drives performance will help us improve execution and continue to build a stronger company. We are excited to have him join the team.”

Upon Clifford’s arrival, Ashley George, the Company’s Interim CFO, will assume the position of Senior Vice President, Finance, a role in which she previously served. George will continue to help drive ongoing efforts to strengthen execution, improve productivity and align resources to Fortune Brands’ most important growth opportunities.

 


 

Inducement Awards Pursuant to NYSE Rule 303A.08

In connection with Clifford’s appointment as the Company’s new CFO and as an inducement for him to join the Company, the Company has agreed to grant to him, effective September 28, 2026, inducement awards in the form of a performance-based restricted stock unit award with respect to 130,000 shares of the Company’s common stock (the “Performance Award”) and a service-based stock option award with respect to 65,000 shares of the Company’s common stock (the “Option Award”).

The Performance Award is scheduled to vest with respect to 50% of the award on the third anniversary of the grant date and 50% on the fourth anniversary of the grant date, subject to the satisfaction of certain performance goals relating to average Company common stock price and to Clifford’s continuous employment through the applicable vesting date. The Option Award is scheduled to vest in three equal installments on the first three anniversaries of the grant date, subject to Clifford’s continuous employment through the applicable vesting date. Any shares received under the Performance Award and the Option Award must be retained for the duration of Clifford’s employment, and following the termination of his employment for any reason, a minimum of 50% of the shares received under the Performance Award and the Option Award must be held by Clifford for one-year post termination from the Company. The Performance Award and the Option Award will each be granted to Clifford outside of the Company’s 2022 Long-Term Incentive Plan as an employment inducement award under Section 303A.08 of the New York Stock Exchange Listed Company Manual.

About Fortune Brands Innovations

Fortune Brands Innovations, Inc. (NYSE: FBIN) is an industry-leading home, security and digital products company whose purpose is to elevate every life by transforming spaces into havens. The Company makes innovative products for residential and commercial environments, with a growing focus on digital solutions and products that add luxury, contribute to safety and enhance sustainability. The Company’s trusted brands include Moen, House of Rohl, Aqualisa, SpringWell, Therma-Tru, Larson, Fiberon, Master Lock, Sentry Safe and Yale residential. Learn more at www.fbin.com.

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not historical statements of fact and those regarding our intent, belief or expectations for our business, operations, financial performance or financial condition in addition to statements regarding our strategies and investments to enhance execution and realign our business, expectations for the markets in which we operate, expected impacts from recently-announced organizational and leadership changes, ongoing succession planning, the market potential of our brands, trends in the housing market, the potential impact of costs, including material and labor costs, the other potential impacts of inflation, including consumer spending, expected capital spending, expected pension contributions or de-risking initiatives, the expected impact of acquisitions, dispositions and other strategic transactions, the anticipated impact of recently issued accounting standards on our financial statements, the anticipated impact of future tariff refunds and other matters that are not historical in nature. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “outlook,” “positioned,” “confident,” “opportunity,” “focus,” "on track" and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on current expectations, estimates, assumptions and projections of our management about our industry, business and future financial results, available at the time this press release is issued. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements, including but not

 


 

limited to: (i) our reliance on the North American and Chinese home improvement, repair and remodel and new home construction activity levels, (ii) the housing market, downward changes in the general economy, unfavorable interest rates or other business conditions, (iii) the competitive nature of consumer and trade brand businesses, (iv) our ability to execute on our strategic plans and the effectiveness of our strategies in the face of business competition, (v) our reliance on key customers and suppliers, including wholesale distributors and dealers and retailers, (vi) risks associated with our recent leadership changes and our search process to identify additional permanent members of senior management, (vii) risks relating to rapidly evolving technological change, (viii) risks associated with our ability to improve organizational productivity and global supply chain efficiency and flexibility, (ix) risks associated with global commodity and energy availability and price volatility, as well as the possibility of sustained inflation, (x) delays or outages in our information technology systems or computer networks or breaches of our information technology systems or other cybersecurity incidents, (xi) risks associated with doing business globally, including changes in trade-related tariffs (including recent U.S. tariffs announced or imposed on China, Canada, Mexico and other countries and any reciprocal actions taken by such countries) and risks with uncertain trade environments, (xii) risks associated with the disruption of operations, including as a result of severe weather events, (xiii) our inability to obtain raw materials and finished goods in a timely and cost-effective manner, (xiv) risks associated with strategic acquisitions, divestitures and joint ventures, including difficulties integrating acquired companies and the inability to achieve the expected financial results and benefits of transactions, (xv) impairments in the carrying value of goodwill or other acquired intangible assets, (xvi) risks of increases in our defined benefit-related costs and funding requirements, (xvii) our ability to attract and retain qualified personnel and other labor constraints, (xviii) the effect of climate change and the impact of related changes in government regulations and consumer preferences, (xix) risks associated with environmental, social and governance matters, (xx) potential liabilities and costs from claims and litigation, (xxi) changes in government and industry regulatory standards, (xxii) future tax law changes or the interpretation of existing tax laws, and (xxiii) our ability to secure and protect our intellectual property rights. These and other factors are discussed in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 27, 2025. We undertake no obligation to, and expressly disclaim any such obligation to, update, amend, revise or clarify any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time or otherwise, except as required by law.

 

Source: Fortune Brands Innovations, Inc.

 

INVESTOR CONTACT:

Curt Worthington

Investor.Questions@fbin.com

 


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