The epic payday, ostensibly to compensate Banati for what he left behind at his prior job, is the outcome of a remarkable, possibly absurd, confluence of today’s bumper executive compensation packages and activist investor campaigns.
Together, Garden and Pictet’s positions represent nearly 10% of the company but the two investors aren’t working together. Garden’s cooperation agreement bars him from forming or joining any group with any other shareholder or outside parties. As the news broke on Monday, Fortune Brands’ share price fell 2.6%, and it’s down 16% year-to-date.
Banati’s $18.4 million, zero-day stint at the helm of Fortune Brands was set in motion last month, and has been marked with drama from the get-go.
Garden believed the company should have taken more time to find Fink’s replacement as CEO, and he immediately began snapping up shares and planing to intervene when the CEO change was announced, according to reporting by the Wall Street Journal. By the time Monday’s agreement between Garden’s firm and Fortune Brands was struck, Garden’s stake was roughly 3.5 million shares, roughly a 3% position.
Along with renouncing the CEO job, Banati is also stepping down from Fortune Brands’ board of directors, where he has served for the five years. As for the big cash payout, Fortune Brands describes it as a “make whole” payment for what Banati left behind at Tylenol-maker Kenvue. In his job as CFO at Kenvue, Banati received a $900,000 salary, a cash bonus, and a long-term equity grant valued at $3.2 million. He also left behind nearly 3.3 million unvested shares.
Banati is not the only exec being swept aside as a result of the company’s deal with Garden. Chief financial officer Jonathan Baksht, who was at Fortune Brands less than a year, stepped down on Monday. To replace Baksht and Banati, ex-Fortune Brands CFO David Barry will fill the gap as interim CEO until the board can find a permanent replacement. And to round it out, Ashley George, senior vice president of business unit finance, will step in as interim CFO. Barry will collect $18,000 a month on top of his $685,000 per year salary, bonus, and long-term comp award of up to $1.67 million. George gets $15,000 a month on top of her $387,130 a year salary and other comp, plus a $150,000 cash retention award.
As part of the cooperation arrangement, Garden will join Fortune Brands’ compensation committee, the nominating committee, and he’ll also serve on a CEO search committee if the board decides to create one as they search for Banati’s replacement. Fortune Brands also agreed to reimburse Garden up to $2 million in legal and advisory fees.
In exchange, Garden withdrew his board nominees for the upcoming 2026 annual meeting and will cap his stake below 9.9% in Fortune Brands. He also agreed to a ban on running a proxy contest for board seats at the company.
Susan Saltzbart Kilsby, chair of the Fortune Brands board, thanked Banati.
“In dialogue with certain shareholders, we have now decided to commence a comprehensive search process, with the assistance of a leading executive search firm to identify the next CEO of Fortune Brands, and Amit has decided to step aside,” Kilsby said.
The company will also put a board declassification proposal to shareholders for a vote at its investor meeting this year, a change that activists often push for that would see every board member stand for election annually. Under the current system, three directors stand for election per year on a rotating cycle.
Fortune Brands pushed its full-year 2026 outlook into the first quarter earnings call, and said its financials and fundamentals remain strong in the face of “macroeconomic and geopolitical headwinds.” The company’s net sales have declined slightly from $4.61 billion in 2024 to $4.46 billion in 2025, with net income dropping 37% from $471.9 million to $298.8 million in the same period.
An advisor for Garden declined comment. Fortune Brands referred to its public disclosures in response to a request for comment.
