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CORRESP
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CORRESP

 June 7, 2017

Mr. John Cash

 Accounting Branch Chief

Office of Manufacturing and Construction

 United States
Securities and Exchange Commission

 Washington, DC 20549-7010

Re:
Fortune Brands Home & Security, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed February 28, 2017

Definitive Proxy Statement on Schedule 14A

Filed March 7, 2017

File No. 1-35166

 Dear Mr. Cash:

We have reviewed the comments and recommendations you provided in your letter dated May 31, 2017. We appreciate your comments and as requested we will
disclose in our future filings the changes described below.

 SEC Comment Letter

Definitive Proxy Statement on Schedule 14A filed March 7, 2017

Compensation Discussion and Analysis, page 18

1.
In future filings, please clearly disclose the minimum, target and maximum for performance goals and payout levels for your incentive plan compensation. The grants of plan-based awards table should include threshold,
target, and maximum estimated future payouts under equity and non-equity incentive plans. Please provide us proposed revised disclosure.

 Fortune Brands Response:

We agree to disclose the minimum, target and maximum performance goals and payout levels for our incentive plan compensation in future filings. Attached for
illustrative purposes is draft language to our 2017 Proxy Statement, where the changes are marked, to show you how we will disclose these goals in our Proxy Statement for 2018 and future years.

As to your second point, we believe that the Grants of Plan-Based Awards table in our 2017 Proxy Statement already included the threshold, target and maximum
estimated future payouts under equity and non-equity incentive plans. Please see page 35 of our 2017 Proxy Statement which we have also attached for your convenience. Our General Counsel, Robert Biggart, had a conversation with Edward Kelly of your
office last week to explain this point.

 Please telephone me at (847) 484-4518 or, in my absence, Robert Biggart, Senior Vice President, General
Counsel and Secretary, at (847) 484-4443, if you require additional information. If you wish to comment in writing, please send me an email at Lee.Wyatt@fbhs.com.

We are also filing this document via EDGAR.

Very truly yours,

/s/ E. Lee Wyatt, Jr.

E. Lee Wyatt, Jr.

Senior Vice President & Chief Financial Officer

cc:
Robert K Biggart

Senior Vice President, General Counsel and Secretary

 The Compensation Committee set minimum, target and maximum annual performance goals used to
determine each NEO’s annual cash incentive award. To establish challenging performance goals under the annual incentive program, the Compensation Committee reviewed the target performance goals and actual results for awards paid in 2015 and
considered its 2016 expected growth rate in the home products market as well as key assumptions relating to share gains, pricing, material inflation and productivity. The performance goals, at the minimum, target and maximum payout levels, were
intended to be challenging and required superior performance. The following table sets forth the minimum,
target and maximum performance measures, the actual performance results, the percentage payout and the amounts
paid to each NEO for the 2016 annual cash incentive awards:

2016 Annual Cash Incentive Performance Goals and Results

Performance and Goals(1)

Results and Awards

Named Executive Officer

Performance
Metric

Minimum
Performance
Measure

Target
Performance
Measure

Maximum
Performance
Measure

Actual
Performance(2)

% of
Payout

Amount
Paid

 Christopher J. Klein

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
1,628,770

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

 E. Lee Wyatt, Jr.

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
750,316

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

 David M. Randich(3)

OI

$
192.4

$
283

$
373.6

$
260.3

91.3
%

$
377,069

OM

8.9
%

11.2
%

13.0
%

10.9
%

WCE

14.0
%

12.1
%

10.6
%

11.9
%

 Nicholas I. Fink(4)

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
355,841

ROIC

10.1

%

12.3
%

14.4

%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

OI

$
273.9

$
314.1

$
354.3

$
332.1

98.9
%

SALES(5)

0

%

1.5
%

3.5

%

0
%

WCE

18.6

%

16.9
%

15.4

%

16.3
%

 Robert K. Biggart

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
359,070

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

(1)
OI minimum, target and maximum performance measures and actual performance results are shown in millions.

(2)
EPS, ROIC, OI and OM actual performance were adjusted to exclude the effect of currency fluctuations. EPS and ROIC actual performance were adjusted to exclude the
effect of the adoption of FASB ASU 2016-09.

(3)
Mr. Randich’s goals related to MasterBrand Cabinet’s performance.

(4)
Mr. Fink’s award was pro-rated based on Fortune Brands’ company-wide performance metrics for the period January to July and Moen’s performance
metrics for the remainder of the year.

(5)
Sales Above Market was determined by calculating the percentage change in Moen’s annual sales in excess of the percentage 2016 sales growth in the plumbing market.

 2014-2016 Performance Share Awards Payout

In 2014, the Compensation Committee awarded all of the then-serving NEOs PSAs to be settled in early 2017 if the Company achieved certain
EPS and ROIC goals during the cumulative performance period from January 1, 2014 through December 31, 2016, with EPS weighted 75% and ROIC weighted 25%. The Compensation Committee certified a payout level of 80.9%. The minimum, target and maximum goals for cumulative EPS and average ROIC from January 1, 2014 through December 31, 2016 and the Company’s actual results were as follows:

 2014-2016 PSA

Target EPS and ROIC Goals and Results

Metric

Minimum

Target

Maximum

 Actual

Performance

% of Payout

 EPS (75%)

$
4.76

$
6.77

$
8.67

$
6.56

80.9
%

 ROIC (25%)

8.9
%

12.4
%

15.6
%

11.7
%

 Based on the achievement of the 2014-2016 EPS and ROIC performance goals, all of the eligible NEOs
received the following number of shares of Company common stock pursuant to the terms of the award agreements:

Named Executive Officer

Shares Granted

 Christopher J. Klein

24,836

 E. Lee Wyatt, Jr.

10,193

 David M. Randich

5,986

 Robert K. Biggart

4,773

  2016 EXECUTIVE COMPENSATION
(CONTINUED)

2016 GRANTS OF PLAN-BASED
AWARDS

 Name and

 Grant Date

Estimated Future Payouts Under

 Non-Equity Incentive Plan Awards

 Estimated Future Payouts

Under Equity Incentive Plan

 Awards

All Other

 Stock

Awards:

 Number

of Shares

 of Stock

or Units (#)

 All Other

Option

 Awards:

 Number
of

 Securities

 Underlying

Options (#)

 Exercise

or Base

 Price of

Option

 Awards

($/Sh)

 Grant

Date

 Value of

 Stock
and

 Option

 Awards

($)(1)

 Threshold

($)

 Target

($)

 Maximum

($)

 Threshold

(#)

 Target

(#)

 Maximum

(#)

 Christopher J. Klein

 02/29/2016(2)

$
0

$
1,430,000

$
2,860,000

 02/29/2016(3)

131,200

$
50.22

$
1,666,240

 02/29/2016(4)

32,800

$
1,667,880

02/29/2016(5)

0

32,800

65,600

$
1,667,880

 E. Lee Wyatt, Jr.

 02/29/2016(2)

$
0

$
658,750

$
1,317,500

 02/29/2016(3)

49,900

$
50.22

$
633,730

 02/29/2016(4)

12,500

$
635,625

 02/29/2016(5)

0

12,500

25,000

$
635,625

 03/11/2016(6)

40,000

$
2,047,000

 David M. Randich

 02/29/2016(2)

$
0

$
413,000

$
826,000

 02/29/2016(3)

32,800

$
50.22

$
416,560

 02/29/2016(4)

8,200

$
416,970

 02/29/2016(5)

0

8,200

16,400

$
416,970

 Nicholas I. Fink

 02/29/2016(2)

$
0

$
331,500

$
663,000

 02/29/2016(3)

27,600

$
50.22

$
350,520

 02/29/2016(4)

6,900

$
350,865

02/29/2016(5)

0

6,900

13,800

$
350,865

 Robert K. Biggart

 02/29/2016(2)

$
0

$
315,250

$
630,500

 02/29/2016(3)

23,600

$
50.22

$
299,720

 02/29/2016(4)

5,900

$
300,015

 02/29/2016(5)

0

5,900

11,800

$
300,015

(1)
For stock options awarded on February 29, 2016, the grant date fair value is based on the Black-Scholes value of $12.70. The grant date fair value of PSAs and RSUs is
determined based upon the average of the high and low prices of the Company’s common stock on the grant date (for February 29, 2016 awards, $50.85 and for March 11, 2016 award to Mr. Wyatt, $51.175). Grant date fair values of
PSAs and RSUs are computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, see note 13 to the consolidated financial statements contained in the Company’s Form
10-K.

(2)
Amounts in this row reflect the range of potential payments under the Fortune Brands Home & Security, Inc. Annual Executive Incentive Compensation Plan. The
target payout for Messrs. Klein, Wyatt, Randich, Fink and Biggart is based on target awards of 130%, 85%, 70%, 65% and 65%, respectively, of base salary as of December 31, 2016. See pages 28-29 of the
CD&A for further information regarding the Annual Executive Incentive Compensation Plan.

(3)
This row reflects the number of stock options granted under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan (the “LTIP”) and
the grant date fair value of the stock options on the grant date. These stock options vest ratably in three equal annual installments, subject to continued employment through the applicable vesting dates.

(4)
The amounts in this row reflect the number of RSUs that were awarded under the LTIP and will vest in three equal annual installments, subject to continued employment
through the applicable vesting dates. For certain executives, these awards were subject to achievement of a 2016 EPS goal of $.25, which was intended to qualify these awards as “performance-based compensation” under Section 162(m) of the
Code.

(5)
The amounts in this row reflect the range of potential payouts for PSAs that were awarded under the LTIP for the 2016-2018 performance period. The performance goals for
the 2016-2018 PSAs are EPS (weighted 75%) and average ROIC (weighted 25%).

(6)
For Mr. Wyatt, the amounts in this row reflect the number of RSUs that were awarded as a retention equity award. 25% percent of the award vested in December 2016,
25% will vest in June 2017 and the remaining 50% will vest in December 2017, subject to continued employment through the applicable vesting dates.

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