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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
 
 
Filed by the Registrant 
Filed by a Party other than the Registrant  
Check the appropriate box:
 
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to
§240.14a-12
MASCO CORPORATION
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
  No fee required.
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  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 14a-6(i)(1) and 0-11.
 
 
 


LOGO


 

MASCO 2024 

 

 

 

 A LETTER FROM THE CHAIR OF OUR BOARD

 

 

LOGO   LOGO

Masco Corporation 

17450 College Parkway 

Livonia, MI 48152 

313-274-7400 

www.masco.com 

 

April 1, 2024

 

Dear Masco Shareholders:

 

2023 was another dynamic and successful year in which Masco improved on a number of operating metrics, demonstrated the sustained strength of our unmatched brand portfolio and unlocked significant shareholder value.

Masco continued to benefit from disciplined pricing and ongoing improvement in operational efficiencies in 2023, resulting in:

 

   

Achievement of another year of EPS growth, delivering on our commitment of double-digit EPS growth through cycles;

 

   

A 200 basis point increase in our operating margin despite softer sales volume and market volatility; and

 

   

$610 million of capital returned to shareholders through dividends and share repurchases.

I would like to thank Masco’s approximately 18,000 employees for their focus on our customers, strong execution and a continuous improvement mindset that is the cornerstone of the Masco Operating System. Their efforts delivered Masco’s strong 2023 performance.

Board Refreshment and Executive Management Team Succession

Our board refreshment continued in 2023 with the addition of two new directors. Jonathon Nudi, a Group President at General Mills, brings a wealth of expertise to the Board related to marketing and brand management within the retail channel, international business operations and product innovation. Sandeep Reddy, Chief Financial Officer at Domino’s Pizza, provides the Board with significant insights on the oversight of financial operations and functions, consumer-facing businesses, and risk management, as well as global expertise.

 


 

A LETTER FROM THE CHAIR OF OUR BOARD  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Additionally, in October 2023, following the retirement of Masco’s previous Vice President, Chief Financial Officer, John Sznewajs, the Company welcomed Rick Westenberg into the role, with oversight for all our Finance functions as well as our Corporate Development and Information Technology departments. Rick brings the Company over 25 years of experience, including nearly 15 years leading global finance organizations. The Board is very pleased to have Rick join Masco’s strong performing management team.

We are Mindful of Our Impact

Masco’s focus on conducting business in a manner that contributes to a better environment in the communities where we live, work and do business continued in 2023. Sustainable products accounted for approximately fifty percent of Masco’s revenue in 2023. These products include paints that meet the GREENGUARD® certification or MPI Green PerformanceTM Standard, faucet and shower products that meet water flow conservation standards such as WaterSense® and the European Water Label, and lighting fixtures that use LED or reclaimed wood products.

I believe Masco is well positioned to deliver long-term shareholder value, with our industry leading brands, strong balance sheet and disciplined capital allocation. I am looking forward to the year ahead as the focus at Masco remains on delivering better living possibilities – for our homes, our environment and our community.

On behalf of the entire Board, thank you for your support and investment in Masco. We invite you to attend Masco Corporation’s Annual Meeting of Stockholders, which will be held virtually at 9:30 a.m. Eastern Time on Friday, May 10, 2024.

 

LOGO

  

 

Sincerely,

 

 

 

LOGO

Lisa A. Payne

Chair of the Board

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR

OTHERWISE MADE AVAILABLE TO SHAREHOLDERS ON OR ABOUT APRIL 1, 2024.

 


 

MASCO 2024 

 

 

 

 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

 

 

LOGO

  

MASCO CORPORATION

NOTICE OF ANNUAL
MEETING OF
STOCKHOLDERS

Our 2024 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 10, 2024 at 9:30 a.m. Eastern Time. You will not be able to attend the meeting in person. Stockholders of record at the close of business on March 15, 2024 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting by internet or by telephone, or by completing, signing, dating and returning your proxy card in the enclosed postage prepaid envelope. Instructions for each of these methods and the control number that you will need to vote are provided on the proxy card. You may withdraw your proxy before it is exercised by following the directions in the proxy statement. Alternatively, you may vote during the meeting.

By Order of the Board of Directors,

 

LOGO

Kenneth G. Cole

Vice President, General Counsel and Secretary

 

 

 

ANNUAL MEETING INFORMATION:

     

   

 

 

Date:

 

 

May 10, 2024

 

   

 

Time:

 

9:30 a.m. Eastern Time

     
 

Place:

 

Virtual Only Meeting at:

www.virtualshareholdermeeting.com/MAS2024

     
 

 

ANNUAL MEETING ITEMS OF BUSINESS:

 

1. To elect three Class III directors

 

2. To consider and act upon a proposal to approve the compensation paid, on an advisory basis, to our named executive officers

 

3. To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2024

 

4. To consider and act upon a management proposal to approve the 2024 Long Term Stock Incentive Plan

 

5. To consider and act upon on a stockholder proposal entitled, “Proposal 5 – Simple Majority Vote,” if properly presented at the Annual Meeting

 

6. To transact such other business as may properly come before the meeting

 

 

   

 

THE COMPANY RECOMMENDS THAT YOU VOTE AS FOLLOWS:

 

FOR each Class III director nominee

 

FOR the approval of the compensation paid to our named executive officers

 

FOR the selection of PricewaterhouseCoopers LLP as our independent auditors for 2024

 

FOR the approval of the 2024 Long Term Stock Incentive Plan

 

We are not making a voting recommendation for this proposal

 

 

 


 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

PARTICIPATING IN OUR ANNUAL MEETING:

Online access to our virtual Annual Meeting will open at approximately 9:15 a.m. Eastern Time, on May 10, 2024 at www.virtualshareholdermeeting.com/MAS2024. To access the meeting, vote and ask questions, you will need to have a valid control number. Your control number can be found on your proxy card or voting instruction form. If you encounter any difficulties accessing the meeting during the check-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2024 Annual Meeting of Stockholders” section below for further details regarding our Annual Meeting.

Questions may be submitted during the Annual Meeting by following the instructions available on the meeting website. We will answer as many stockholder questions as time permits. However, we may not respond to questions that are not pertinent to the business of the meeting. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct that will be posted on the meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 10, 2024: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2023 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

http://www.ezodproxy.com/masco/2024

THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K, WITHOUT CHARGE, UPON A STOCKHOLDER’S WRITTEN REQUEST TO: INVESTOR RELATIONS, MASCO CORPORATION, 17450 COLLEGE PARKWAY, LIVONIA, MICHIGAN 48152.

 


 

MASCO 2024 

 

 

 

 2024 PROXY STATEMENT SUMMARY

 

 

LOGO

 

2024 PROXY

STATEMENT

SUMMARY

 

In 2023, we delivered strong performance by improving a number of our operating metrics, including our operating profit and operating margin, even though softer sales volume for our products and market volatility contributed to a decrease in our year-over-year sales. We continue to leverage our industry-leading brands to deliver new product innovations, reinvest in our business to position us for future growth and deploy our capital allocation strategy to return value to our shareholders.

 

 

LOGO

 

LOGO

 


 

2024 PROXY STATEMENT SUMMARY  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

LOGO

 


 

MASCO 2024 

 

 

 

 TABLE OF CONTENTS

 

 

TABLE OF CONTENTS

 

PART I—CORPORATE GOVERNANCE

  

Director and Director Nominees

  

 

1

 

Board of Directors

  

 

9

 

Board Structure

     9  

Board Leadership

     9  

Director Independence

     9  

Board Refreshment

     10  

Board Membership and Composition

     11  

Director Commitments

     11  

Board and Board Committee Self-Evaluation Process

     12  

Risk Oversight

     13  

Board Meetings and Attendance

     14  

Communications with our Board

     14  

Committees of our Board of Directors

  

 

15

 

Director Compensation Program

  

 

18

 

Related Person Transactions

  

 

20

 

Proposal 1: Election of Class III Director Nominees

  

 

21

 

PART II—COMPENSATION DISCUSSION AND ANALYSIS

  

Compensation Program Highlights

  

 

22

 

Compensation Decisions in 2023

  

 

27

 

Our 2023 Annual Performance Program

  

 

27

 

Our Long-Term Incentive Program

  

 

29

 

Stock Options/SAR Granted in 2023

  

 

32

 

Other Components of our Executive Compensation Program

  

 

32

 

Our Executive Compensation Program Highlights

  

 

34

 

We Provide Long-Term Equity Incentives to Align the Interests of Our Executive Officers With Our
Shareholders

  

 

34

 

We Can Clawback Incentive Compensation

     35  

We Require Minimum Levels of Stock Ownership by our Executives

     35  

Our Equity Awards Have Double-Trigger Change of Control Provisions

     35  

Our Compensation Committee Oversees an Annual Compensation Risk Evaluation

     35  

Our Compensation Programs Encourage Executive Retention and Protect Us

     36  

We Prohibit Excise Tax Gross-Up Payments

     36  

We Prohibit Hedging and Pledging

     36  

We Do Not Have Employment Agreements or Change in Control Agreements

     36  

Our Annual Compensation Review Process

  

 

37

 

Annual Management Talent Review and Development Process

     37  

Our Peer Group

     37  

Compensation Data Considered by our Compensation Committee

     37  

Retention of Discretion by our Compensation Committee

     38  

Outside Compensation Consultant

     38  

Tax Treatment

  

 

39

 

Accounting Considerations

  

 

39

 

Compensation Committee Report

  

 

40

 

 


 

TABLE OF CONTENTS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers

     41  

PART III—COMPENSATION OF EXECUTIVE OFFICERS

  

Summary Compensation Table

     42  

Grants of Plan-Based Awards

     44  

Outstanding Equity Awards at Fiscal Year-End

     46  

Option Exercises and Stock Vested

     48  

Retirement Plans

     48  

Payment Upon Change in Control, Retirement, Termination, Disability or Death

     51  

CEO Pay Ratio

     54  

Pay Versus Performance

     55  

PART IV—AUDIT MATTERS

  

Audit Committee Report

     59  

PricewaterhouseCoopers LLP Fees

     60  

Audit Committee Pre-Approval Policies and Procedures

     60  

Proposal 3: Ratification of Selection of Independent Auditors

  

 

61

 

PART V—EXECUTIVE OFFICERS AND BENEFICIAL OWNERSHIP

  

Executive Officers

     62  

Security Ownership of Management and Certain Beneficial Owners

     63  

PART VI—OTHER PROPOSALS

  

Proposal 4: Approval of Our Masco Corporation 2024 Long Term Stock Incentive Plan

     65  

Proposal 5: Shareholder Proposal on Simple Majority Vote

     73  

PART VII—GENERAL INFORMATION

  

2024 Annual Meeting of Stockholders

     74  

Who is entitled to vote at the Annual Meeting?

  

 

74

 

What is the difference between holding shares as a record holder and as a beneficial owner?

  

 

74

 

What is a broker non-vote?

  

 

75

 

How are abstentions and broker non-votes treated?

  

 

75

 

What constitutes a quorum?

  

 

75

 

How can I submit my vote?

  

 

75

 

How many votes are needed for each proposal to pass?

  

 

75

 

Is my proxy revocable?

  

 

76

 

Who is paying for the expenses involved in preparing and mailing this proxy statement?

  

 

76

 

What happens if additional matters are presented at the Annual Meeting?

  

 

76

 

What is “householding” and how does it affect me?

  

 

77

 

Our Website

  

 

77

 

2025 Annual Meeting of Stockholders

     78  

Other Matters

     79  

APPENDIX

     A-1  

 

 


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

LOGO

  

 

CORPORATE

GOVERNANCE

 

 

This section of our proxy statement provides information on the qualifications, skills and experience of our director nominees and incumbent directors, the structure and responsibilities of our Board and its Committees, our Board’s self-evaluation and risk oversight processes, and other important corporate governance matters.

DIRECTORS AND DIRECTOR NOMINEES

Our Board is currently composed of eleven directors, ten of whom are independent directors. Our directors possess a wide array of skills and experience that provide a strong source of strategic and risk oversight, advice, and guidance to our management team.

The following director skills matrix highlights the balanced mix of skills and experience that are most relevant and important to our Company. The skills and experience identified for each director are those we believe are key and unique to each director’s contribution to our Board. This matrix is not meant to encompass or reflect all of the skills and experience possessed by each director. See the following pages for a full biography of each of our directors.

 

1


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

   

Alexander

 

Allman

 

Denari

 

Ffolkes

 

Nudi

 

O’Herlihy

 

Parfet

 

Payne

 

Plant

 

Reddy

 

Stevens

                     

 Business Operations & Leadership

Executive leadership experience at a large organization, including current or former service as a public company officer or other public company board service

  LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

 

 M&A

Experience executing significant acquisitions and other organizational transactions to drive growth and advance long-term strategic plans

   

 

   

 

  LOGO    

 

   

 

   

 

  LOGO   LOGO   LOGO    

 

   

 

                     

 

 Risk Management

Experience effectively prioritizing and managing broad enterprise risks as well as anticipating and identifying emerging risks relevant to the business

   

 

   

 

   

 

   

 

   

 

   

 

  LOGO   LOGO    

 

  LOGO   LOGO
                     

 

 Finance & Accounting

Experience with complex financial transactions and in driving capital allocation strategy, as well as a deep understanding of financial reporting and controls

   

 

   

 

   

 

   

 

   

 

   

 

  LOGO   LOGO   LOGO   LOGO   LOGO
                     

 

 Product Innovation

Experience driving market share growth through the successful execution of new product development initiatives

  LOGO    

 

  LOGO    

 

  LOGO    

 

   

 

   

 

   

 

   

 

   

 

                     

 

 International Business

Leadership and oversight experience with multinational companies in global markets, with a deep knowledge of global industry dynamics and risks

  LOGO    

 

   

 

  LOGO   LOGO   LOGO    

 

   

 

   

 

  LOGO   LOGO
                     

 

 Manufacturing

Expertise in managing and overseeing complex manufacturing operations, including knowledge of production processes, industry standards and safety protocols

   

 

  LOGO    

 

  LOGO    

 

  LOGO    

 

   

 

  LOGO    

 

   

 

                     

 

 Marketing & Brand Management

Expertise in the marketing and sales of industry-leading consumer products with a deep expertise in strengthening brand reputation

  LOGO   LOGO   LOGO    

 

  LOGO    

 

   

 

   

 

   

 

   

 

   

 

                     

 

 Talent Management

Expertise in the execution of talent management strategies and initiatives, including those focused on key employee development and retention, and succession planning

   

 

  LOGO    

 

  LOGO    

 

  LOGO    

 

   

 

   

 

   

 

   

 

 

2


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

DIRECTOR NOMINEES FOR CLASS III (if elected, term will expire at our Annual Meeting in 2027)

 

LOGO

Mark R. Alexander

 

Age: 59

 

Director Since: 2014

 

Independent

 

Board Committees:

 

    Audit

    Compensation

 

  

POSITION: Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Strong experience in leadership and the successful execution of business growth strategy developed through his current experience as a CEO and as the former President of Campbell Soup Company’s largest division

    International Business: Significant experience gained through his nearly 35-year career serving in various marketing, sales and management roles in the United States, Canada, Europe and Asia

    Product Innovation: Deep expertise gained through his management responsibilities, including investing in brand-building, innovation and distribution

    Marketing and Brand Management: Extensive experience with consumer-branded products, and a significant background in marketing and customer relations in his various roles

 

BUSINESS EXPERIENCE:

Campbell Soup Company:

    Senior Vice President (2009-2018)

    President of Americas Simple Meals and Beverages (2015-2018)

    President of Campbell North America (2012-2015), Campbell International (2010-2012) and Asia Pacific (2006-2009)

    Chief Customer Officer and President - North America Baking & Snacking (2009-2010)

    Served in various marketing, sales and management roles in the United States, Canada, Europe and Asia since 1989

 

LOGO

Marie A. Ffolkes

 

Age: 52

 

Director Since: 2017

 

Independent

 

Board Committees:

 

    Compensation

    Governance (Chair)

  

POSITION: Managing Partner, GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies, since 2023

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive experience acquired in developing and leading strategy implementation and driving operational profitability, as well as significant leadership experience

    International Business: Global and cultural experience developed serving in leadership positions in China, South Korea, Brazil, Japan and Europe

    Manufacturing: Significant experience with global manufacturing operations across multiple industrial sectors

    Talent Management: Significant human capital experience gained in leadership roles of increasing responsibility across many industries and geographies

 

BUSINESS EXPERIENCE:

    Founder and CEO, Axxelist, LLC, a private technology real estate company (since 2021)

    Chief Executive Officer, TriMark USA, LLC (2020-2021)

    President, Industrial Gases, Americas of Air Products & Chemicals, Inc. (2015-2020)

    Tenneco:

    Global Vice President and General Manager, Ride Performance Group (2013-2015)

    Vice President and General Manager, Global Elastomers (2011-2013)

    Johnson Controls International plc (formerly, Johnson Controls):

    Vice President & General Manager South America Region, Automotive Group (2010-2011)

    Vice President and General Manager, Hyundai-Kia Customer Business Unit (2008-2010)

    Global Vice President, Japan (2006-2008)

 

OTHER PUBLIC COMPANY BOARDS:

    Valero Energy Corporation (since 2022)

 

 

3


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

 

LOGO

John C. Plant

 

Age: 70

 

Director Since: 2012

 

Independent

 

Board Committees:

 

    Audit

    Governance

  

POSITION: Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: In-depth knowledge gained throughout his over three decades of executive leadership with experience in successfully leading businesses through periods of downturns as well as periods of growth and market development

    M&A: Deep expertise gained through various roles, including leading the separation of Arconic Inc. into two independent, publicly traded companies – Howmet Aerospace Inc. and Arconic Corporation

    Finance and Accounting: A strong background in finance through various roles, including key finance and operations positions

    Manufacturing: Substantial expertise developed during his more than 20 combined years of global experience in manufacturing and engineered solutions at industrial companies

 

BUSINESS EXPERIENCE:

    Chief Executive Officer (2019-2020) and Chair of the Board (2017-2020), Arconic Inc.

    TRW Automotive Holdings Corp.:

    Chair of the Board (2011-2015)

    President and Chief Executive Officer and Director (2003-2015)

    Co-member of the Chief Executive Office of TRW Inc. and the President and Chief Executive Officer of the automotive business of TRW Inc. (2001-2003)

 

OTHER PUBLIC COMPANY BOARDS:

    Howmet Aerospace Inc. (since 2020)

    Jabil Inc. (since 2016)

 

MEMBERSHIPS IN OTHER ORGANIZATIONS:

    Director Emeritus, Automotive Safety Council

    Director, Gates Industrial Corporation plc, a privately-held manufacturer of casters and wheels (2017-2019)

 

 

 

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 MASCO 2024

 

 

 

 

 

CLASS I DIRECTORS (term expiring at our Annual Meeting in 2025)

 

 

LOGO

 

Jonathon J. Nudi

 

Age: 53

 

Director Since: 2023

 

Independent

 

Board Committees:

 

    Audit

    Governance

  

POSITION: Group President, Pet, International and North America Foodservice, General Mills Inc., since 2024

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive strategic and operational experience developed through serving in a variety of leadership positions, including driving profitable growth through organizational transformation and capability building

    Marketing and Brand Management: Significant experience with consumer-branded products developed through his 30 years of experience with General Mills, including various positions of increasing responsibility in marketing and sales

    International Business: Complex international experience gained through serving in a variety of positions in Europe, and leading segments that service consumers and customers in Asia, Australia, Europe, and Latin America

    Product Innovation: Deep perspectives developed over his career, including responsibility for product development and a focus on consumer-first design process and product improvements

 

BUSINESS EXPERIENCE:

    General Mills, Inc.:

    Group President, North American Retail (2016-2023)

    President, Europe and Australasia Region (2014-2016)

    President, Snacks Division (2010-2014)

    Vice President Marketing, Business Unit Director, Green Giant/SGC (2007-2010)

 

MEMBERSHIPS IN OTHER ORGANIZATIONS:

    Board of Governors, First Tee, a charitable organization

 

 

 

LOGO

 

Donald R. Parfet

 

Age: 71

 

Director Since: 2012

 

Independent

 

Board Committees:

 

    Compensation

    Governance

  

POSITION:

 

    Managing Director, Apjohn Group, LLC, a business development company, since 2000

    General Partner, Apjohn Ventures Fund, Limited Partnership, a venture capital fund, since 2003

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive experience in senior operational management, including in leading strategic planning and execution as well as driving business growth

    M&A: Significant expertise developed over his career including experience in sourcing, assessing and governing portfolio opportunities and managing joint ventures

    Risk Management: Expertise gained throughout his career including evaluating financial and development risk associated with emerging medicines

    Finance and Accounting: Deep expertise gained through his service at venture capital firms as well as his many years in corporate finance

 

BUSINESS EXPERIENCE:

    Senior Vice President, Pharmacia Corporation, a pharmaceutical company, from which he retired in 2000

    Served as a senior corporate officer of Pharmacia & Upjohn and The Upjohn Company, predecessors of Pharmacia Corporation

 

OTHER PUBLIC COMPANY BOARDS:

    Lead Independent Director, Rockwell Automation, Inc. (since 2008)

    Kelly Services, Inc. (since 2004)

    Chair, Sierra Oncology, Inc. (2017-2019)

 

MEMBERSHIPS IN OTHER ORGANIZATIONS:

    Director, Iaso Therapeutics, Inc., a private company focused on the development of novel technologies for next-generation vaccines

    Director and trustee of a number of charitable and civic organizations

 

 

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 MASCO 2024

 

 

 

 

 

 

LOGO

 

Lisa A. Payne

 

Age: 65

 

Director Since: 2006

 

Independent

 

Board Committees:

None

  

POSITION: Independent Chair of our Board, since 2021

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Deep understanding of growth strategy and extensive experience in real estate investment, development and acquisition, as well as extensive experience in senior level and C-Suite roles

    M&A: Significant experience developed during her 10 years as an investment banker, focused on acquisition and development financing and merger and acquisition advisory services

    Risk Management: In-depth expertise gained through her finance-focused career, including in her prior role as CFO in which she gained deep understanding of macroeconomic risks that may impact business

    Finance and Accounting: Substantial financial, accounting and corporate finance expertise gained through her experience as CFO and as an investment banker

 

BUSINESS EXPERIENCE:

    President, Soave Real Estate Group. a privately held diversified management and investment company (2016-2017)

    Taubman Centers, Inc.:

    Vice Chair (2005-2016)

    Chief Financial Officer (2005-2015)

    Executive Vice President and Chief Financial and Administrative Officer (1997- 2005)

    Investment banker, Goldman, Sachs & Co. (1987-1997)

 

OTHER PUBLIC COMPANY BOARDS:

    Rockwell Automation, Inc. (since 2015)

    J.C. Penney Company (2016-2020)

    Taubman Centers, Inc. (1997-2016)

 

MEMBERSHIPS IN OTHER ORGANIZATIONS:

    Director, Leaf Home Solutions LLC, a privately-held provider of technology-enabled home solutions

    Chair of the Board, Soave Enterprises, LLC, a privately held diversified management and investment company (2016-2017)

 

 

 

LOGO

 

Sandeep Reddy

 

Age: 53

 

Director Since: 2023

 

Independent

 

Board Committees:

 

    Audit

    Governance

  

POSITION: Executive Vice President – Chief Financial Officer, Domino’s Pizza, Inc., since 2022

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive experience gained over his almost 30 years serving in leadership roles at global consumer-facing businesses, including in business strategy development and through the oversight of international supply chain operations

    Finance and Accounting: Significant expertise developed in numerous CFO roles with oversight of all financial operations and functions, including his current role where he is responsible for financial strategy and operations, including financial planning, treasury, financial reporting, tax, accounting and investor relations

    International Business: Extensive experience in international business operations acquired while holding leadership positions for operations based in Europe and India

    Risk Management: Expertise gained while serving in CFO roles with responsibility for risk oversight and, in his current role, responsibility for leading Domino’s environmental, social and governance efforts

 

BUSINESS EXPERIENCE:

    Executive Vice President and Chief Financial Officer, Six Flags Entertainment Corporation (2020-2022)

    Guess?, Inc.:

    Chief Financial Officer (2013-2019)

    Vice President and European Chief Financial Officer (2010-2013)

    Served in various positions of increasing responsibility for Mattel, Inc., ultimately serving as Vice President of Finance and Supply Chain for France, Spain, Portugal and Italy (1997-2010)

 

 

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 MASCO 2024

 

 

 

 

 

CLASS II DIRECTORS (term expiring at our Annual Meeting in 2026)    

 

 

LOGO

 

Keith J. Allman

 

Age: 61

 

Director Since: 2014

 

Not Independent

 

Board Committees:

None

  

POSITION: Our President and Chief Executive Officer, since 2014

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Strong business leadership skills and hands-on operational experience with our businesses have helped to provide the foundation for the current direction of our Company. Mr. Allman has, through his key leadership positions within our Company, acquired a deep knowledge of all aspects of our business, significant understanding of complex global operations, as well as Company-specific customer expertise

    Manufacturing: Extensive experience gained through his decades in leading our cabinet and faucet manufacturing operations

    Marketing and Brand Management: Expertise developed while playing an integral role in developing our strategies to strengthen our brands and overseeing our innovation efforts

    Talent Management: Valuable insight into our Company’s culture developed over his many years with the Company, and, as our CEO, his overall responsibility for our human capital management strategy and initiatives

 

BUSINESS EXPERIENCE:

    Masco Corporation:

    Group President (2011-2014)

    President, Delta Faucet (2007-2011)

    Executive Vice President, Builder Cabinet Group (2004-2007)

    Served in various management positions of increasing responsibility at Merillat Industries (1998-2003)

 

OTHER PUBLIC COMPANY BOARDS:

    Oshkosh Corporation (since 2015)

 

MEMBERSHIPS IN OTHER ORGANIZATIONS:

    Director, No Barriers, a charitable organization

 

 

 

LOGO

 

Aine L. Denari

 

Age: 51

 

Director Since: 2022

 

Independent

 

Board Committees:

 

    Audit

    Governance

  

POSITION: Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation, a manufacturer of marine products, since 2020

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive business and strategic experience acquired serving in a variety of executive management positions, including her current role, and in prior roles within the automotive and industrial industries and at major global consulting firms

    M&A: Deep experience developed while at ZF, where she was responsible for the integration between ZF and TRW, including the strategy and implementation of all functions, businesses, systems and processes

    Product Innovation: Expertise gained in her current role, where she is responsible for developing and implementing end-to-end technology solutions, and in her former role overseeing the development of Advanced Driver Assist Systems/Automated Driving

    Marketing and Brand Management: Significant experience gained in her current role where she is responsible for the largest boat portfolio in the recreational marine industry with many of the leading US and International brands

 

BUSINESS EXPERIENCE:

    ZF AG:

    Senior Vice President and General Manager, Advanced Driver Assist Systems/Automated Driving (2017-2020)

    Chief Integration Management Officer & Head of Strategic Performance Management Office (2015-2017)

    Senior Vice President, Product Planning and Business Development (2014-2017)

    Director, Strategy & Analytics, Ingersoll Rand Inc (2010-2014)

    Engagement Manager, McKinsey & Company (2006-2010)

    Management Consultant / Case Team Leader, Bain & Company (2003-2006)

    Served in various engineering roles, including research, product planning and development and program management at Ford Motor Company (1996-2002)

 

 

7


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

 

LOGO

 

Christopher A. O’Herlihy

 

Age: 60

 

Director Since: 2013

 

Independent

 

Board Committees:

 

    Compensation (Chair)

  

POSITION: President and Chief Executive Officer, Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2024

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Extensive experience acquired in his executive positions, through which he has acquired deep knowledge and experience in all aspects of business operations, including strategy development, product development, emerging markets and financial performance and structure

    International Business: Significant expertise acquired while overseeing business operations in Europe, South America and Asia

    Manufacturing: In-depth understanding of complex manufacturing operations gained during his more than 30 years with Illinois Tool Works, a diversified industrial manufacturer

    Talent Management: Significant experience gained in leading and developing high-performing and key talent, including executive-level talent, through his over ten years serving in executive leadership positions

 

BUSINESS EXPERIENCE:

    Illinois Tool Works Inc.:

    Vice Chair (2015-2023)

    Executive Vice President, with worldwide responsibility for Illinois Tool Works’ Food Equipment Group (2010-2015)

    Group President – Food Equipment Group Worldwide (2010)

    Group President – Food Equipment Group International (2009-2010)

    For almost 30 years, served in various positions of increasing responsibility, including as Group President of the Polymers and Fluids Group

 

OTHER PUBLIC COMPANY BOARDS:

    Illinois Tool Works (since 2024)

 

 

 

LOGO

 

Charles K. Stevens, III

 

Age: 64

 

Director Since: 2018

 

Independent

 

Board Committees:

 

    Audit (Chair)

    Compensation

  

POSITION: Retired Executive Vice President and Chief Financial Officer, General Motors Company

 

RELEVANT SKILLS AND EXPERIENCE:

 

    Business Operation and Leadership: Significant experience gained in his more than 30 years with General Motors serving in leadership roles with oversight of financial and accounting operations, through which he developed and executed business strategies to drive profitable growth

    Risk Management: Strong analytic, strategic and financial skills and expertise developed through his extensive career at GM, which provides valuable perspectives and experience in performing risk evaluation, management and mitigation

    Finance and Accounting: Extensive expertise developed over his time at GM serving in senior leadership roles with responsibility for overseeing all financial and accounting functions, resulting in a valuable understanding of finance, financial operations, international financial matters and investor relations

    International Business: In-depth knowledge gained while serving for over 15 years in leadership positions in South America, Mexico and the Asia Pacific region, including China, Singapore, Indonesia and Thailand

 

BUSINESS EXPERIENCE:

    General Motors Company, a global automotive company (1983-2018):

    Executive Vice President and Chief Financial Officer (2014-2018)

    Chief Financial Officer, GM North America (2010-2014)

    Interim Chief Financial Officer, GM South America (2011-2013)

    Chief Financial Officer, GM de Mexico (2008-2010)

    Chief Financial Officer, GM Canada (2006-2008)

    Held various positions of increasing responsibility, including several leadership positions with GM’s Asia Pacific region including China, Singapore, Indonesia and Thailand

 

OTHER PUBLIC COMPANY BOARDS:

    Genuine Parts Company (commences service in April 2024)

    Flex, Ltd. (since 2018)

    Eastman Chemical Company (2022-May 2024)

    Tenneco Inc. (2020-2022)

 

 

8


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

BOARD OF DIRECTORS

Our Board of Directors is committed to maintaining our high standards of ethical business conduct and corporate governance principles and practices.

Board Structure

Our Board of Directors is comprised of eleven directors and is divided into three classes. Each class has a term of three years and each year the term of office of one class expires. Each director will hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement or removal from office.

Board Leadership

Lisa Payne was appointed as Chair of our Board in 2021. Ms. Payne has served on our Board since 2006, including as the Chair of our Audit Committee from 2015-2021 and as the Chair of our Governance Committee from 2021-2022.

Effective Oversight of our Company

The responsibilities, among others, of the independent Chair of our Board include:

 

   

presiding at Board meetings and at executive sessions of the independent directors;

 

   

communicating with our CEO to provide guidance and advice as well as feedback following executive sessions of our independent directors;

 

   

discussing with management and approving our Board’s meeting agendas and assuring that there is sufficient time for discussion of all agenda items;

 

   

in preparation for Board meetings, consulting with management on information to be provided to our Board;

 

   

overseeing our Board’s annual review of our strategic plan and its execution; and

 

   

calling meetings of our independent directors, as necessary.

Separation of our Chair of the Board and CEO Roles

Our Board believes that its current leadership structure is in the best interests of the Company and our shareholders at this time; however, our Board does not have a policy with respect to the separation of the roles of Chair of the Board and CEO. Our Board believes that this matter should be discussed and determined by our Board from time to time, based on all of the then-current facts and circumstances. If the roles of Chair of our Board and CEO are combined in the future, then a majority of our independent directors will elect a Lead Independent Director for a renewable one-year term.

Director Independence

Our Corporate Governance Guidelines require that a majority of our directors qualify as “independent” under the requirements of applicable law and the New York Stock Exchange’s listing standards.

Director Independence Standards

For a director to be considered independent, our Board must determine that the director does not have any direct or indirect material relationship with us. Our Board has adopted standards to assist it in making a determination of independence for directors. These standards are posted on our website at www.masco.com.

 

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 MASCO 2024

 

 

 

 

 

Assessment of our Directors’ Independence

Our Board has determined that ten of our eleven directors serving at December 31, 2023, including all of our non-employee directors, are independent. As an employee, Mr. Allman, our President and Chief Executive Officer, is not an independent director.

In making its independence determinations, our Board reviewed all transactions, relationships and arrangements for the last three fiscal years involving each non-employee director and the Company.

 

   

In evaluating Aine Denari’s independence, our Board considered our purchases from her employer, Brunswick Corporation and its subsidiaries. In 2023, the aggregate amount of our purchases was approximately $155,000. Brunswick Corporation has reported revenue of $6.4 billion in 2023. Our Board does not believe that Ms. Denari has a material interest in these transactions.

 

   

In evaluating Christopher O’Herlihy’s independence, our Board considered purchases and sales between us and his employer, Illinois Tool Works Inc. and its subsidiaries. In 2023, the aggregate amount of our purchases was approximately $189,000 and the aggregate amount of our sales was approximately $81,000. Illinois Tool Works, Inc. has reported revenue of $16.1 billion in 2023. Our Board does not believe that Mr. O’Herlihy has a material interest in these transactions.

 

   

In evaluating Sandeep Reddy’s independence, our Board considered our our purchases of goods from his employer, Domino’s Pizza, Inc. In 2023, the aggregate amount of our purchases was approximately $18,000. Domino’s Pizza, Inc. has reported revenue of $4.5 billion in 2023. Our Board does not believe that Mr. Reddy has a material interest in these transactions.

Our Board also determined that we did not make any discretionary charitable contributions exceeding the greater of $1 million or 2% of the revenues of any charitable organization in which any of our directors, or an immediate family member of any of our directors, was an executive officer and actively involved in the day-to-day operations.

Committee Member Independence Assessment

Our Board has determined that each member of our Audit Committee, Compensation Committee and Governance Committee qualifies as independent under the requirements of applicable law and the New York Stock Exchange’s listing standards.

Board Refreshment

Our Governance Committee periodically assesses the composition of our Board by reviewing our directors’ skills and expertise and reviews current director tenure, including whether any vacancies are expected on our Board due to retirement or otherwise. From time to time, our Board completes a director skills and experience assessment to provide our Governance Committee insight into our Board’s composition. Our Governance Committee uses this information to evaluate the skills and experience represented on our Board and to identify anticipated skills and experience that would be valuable to our Board in the future to best support our Company’s strategic objectives. The Board most recently completed this assessment in early 2023, following its annual strategy day.

In 2023, our Governance Committee considered candidate recommendations of our directors and engaged a third party director recruitment firm to assist with a director candidate search that resulted in our Board’s appointment of two new independent directors, Mr. Jonathon Nudi, the Group President, Pet, International and North America Foodservice of General Mills Inc. and Mr. Sandeep Reddy, the Executive Vice President – Chief Financial Officer of Domino’s Pizza, Inc.. Please refer to our director skills matrix and director biographies above for the valuable skills, experience and perspectives each bring to our Board.

 

10


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

Board Membership and Composition

Board Membership

Our Governance Committee believes that directors should possess exemplary personal and professional reputations, reflecting high ethical standards and values. The expertise and experience of directors should provide a source of strategic and risk oversight, advice and guidance to our management. A director’s judgment should demonstrate an inquisitive and independent perspective with intelligence and practical wisdom. Directors should be free of any significant business relationships which would result in a potential conflict in judgment between our interests and the interests of those with whom we do business.

Our Governance Committee also considers additional criteria adopted by our Board for director nominees and the independence, financial literacy and financial expertise standards required by applicable law and by the New York Stock Exchange.

Board Composition

As part of its assessment of board composition and evaluation of potential director candidates, our Governance Committee considers whether our directors hold diverse viewpoints, professional experiences, education and other skills and attributes that are necessary to enhance our Board’s effectiveness. In addition, our Governance Committee believes that it is desirable for directors to possess diverse characteristics of gender, race, national origin, ethnicity and age, and considers such factors in its evaluation of candidates for board membership. Neither our Board nor our Governance Committee has adopted a formal Board diversity policy. Our Governance Committee expects that the proportion of our gender-diverse directors will increase to 30% on or before the date of our 2025 Annual Meeting of Shareholders.

Director Candidate Recommendations

The Governance Committee uses a number of sources to identify and evaluate director nominees. It is the Governance Committee’s policy to consider director candidates recommended by shareholders. All Board candidates, including those recommended by shareholders, are evaluated against the criteria described above. Shareholders wishing to have the Governance Committee consider a candidate should submit the candidate’s name and pertinent background information to our Secretary at the address stated below in “Communications with our Board of Directors.” Shareholders who wish to nominate director candidates for election to our Board should follow the procedures set forth in our Certificate of Incorporation and Bylaws.

Director Commitments

Our Board believes that each director should be committed to serving on our Board for an extended period of time and to devoting sufficient time to carry out the director’s duties and responsibilities in an effective manner for the benefit of our shareholders. Our Board’s Corporate Governance Guidelines require each director to promptly notify the Governance Committee Chair before accepting any invitation to serve on the board of any for-profit business entity. The Governance Committee evaluates and advises whether it believes service on such outside board would interfere with the director’s service on our Board.

Our Board recognizes that the public company commitments of our director, John Plant, who also serves as the Chair of the Board and Chief Executive Officer of Howmet Aerospace Inc. and as a member of Jabil Inc.’s board, exceed the policies of certain of our shareholders and of proxy advisors. Our Board believes that Mr. Plant has been a highly valued member of our Board since 2012, has demonstrated his active engagement through his consistent attendance and participation with Board matters, both during and in-between Board meetings, and that he has the time and ability to fulfill his obligations to our Board. During the past three years, Mr. Plant has attended 95% of all of our Board and

 

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PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Committee meetings of which he is a member. He brings to our Board uniquely deep expertise in leading complex and efficient business and manufacturing operations and executing significant M&A transactions, as well as capital allocation strategies, all of which drive top-and bottom-line growth and long-term shareholder value creation. After robust and thorough discussion and consideration of Mr. Plant’s contributions to our Board, and his demonstrated continued focus and attention to our Company, our Board uniformly believes that his continued service as a director is in the best interest of our Company and our shareholders and recommends Mr. Plant for re-election at our Annual Meeting.

Board and Board Committee Self-Evaluation Process

Our Governance Committee is responsible for the oversight of our Board’s and each Board Committee’s annual self-evaluation process, including establishing evaluation criteria for the Board and Board Committees and reporting to the Board on the process and results of the Board self-evaluation and any recommendations for proposed changes to Board policies or practices. The self-evaluation process includes the following components:

Survey:

Each year our directors undertake an anonymous self-evaluation to assess our Board’s performance. The directors provide feedback on:

 

 

The responsibilities of the Board, including the effectiveness of the Board’s oversight of strategy and risk;

 

 

Board and Committee structure and composition;

 

 

Board meetings; and

 

 

Board engagement with management.

Periodically, our directors also undertake a board planning review and conduct a director skills and experience assessment, which facilitate both the Board’s understanding of its current composition and director succession planning in order to ensure our Board’s future composition is best able to support our company’s strategic objectives.

Individual Director Discussions:

The Chair of our Board and the Chair of our Governance Committee review a summary of the self-evaluation results. Each then conducts one-on-one discussions with our directors to discuss feedback on the topics included in the annual self-evaluation and to engage in in-depth discussions regarding the functions of the Board.

Review and Discussion by Governance Committee and Board:

Our Governance Committee discusses the self-evaluation results, including feedback from the individual director discussions with our Chair of the Board and the Chair of our Governance Committee, and considers opportunities for enhancements and recommendations. The evaluation results and recommendations are then discussed by the full Board.

Consider Feedback:

Director feedback is considered by the Board and the Committees, and Board and Committee policies and practices are updated as appropriate.

Committee Self-Evaluation Discussions:

Annually, each of our Board Committees engages in a Committee self-evaluation during executive session. In 2023, we enhanced our Committee self-evaluation process to align with our Board self-evaluation process and to facilitate robust and candid discussion among Committee members on the topics of Committee structure, composition and meetings, the effectiveness of the Committee’s oversight over the matters for which it has responsibility and the adequacy of the resources provided to the Committee, including third-party advisors.

 

12


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

Risk Oversight

Our Board has a thorough approach to the oversight of our risk management practices, both directly and through its Committees. Our Board reviews and discusses with management comprehensive analyses describing the material risks facing us and the actions we are taking to mitigate these risks. Management provides updates regarding these risks and mitigation activities to the Board and Board Committees throughout the year, as necessary.

Our Board’s key risk oversight activities include:

Strategic risk oversight:

Each year our Board holds a strategy session in which management and our directors discuss how we are executing our current strategic objectives and developing our long-term strategy. In 2023, our Board’s strategy session included discussions with the General Managers of several of our business units. The session also included a discussion with a housing market expert and two of our institutional shareholders to provide our directors with an external perspective of us, our industry and macroeconomic factors that may impact us.

Enterprise risk oversight:

Each year our Board and management discuss our enterprise risk management profile and assessment, which includes financial, operational, legal, regulatory, ethics and compliance risks that are material to us, and how we are taking action to mitigate those risks.

Environmental, Social and Governance risk oversight:

Our Board oversees our ESG enterprise strategy and strategic initiatives and our ESG risks. In 2023, our Board reviewed our Corporate Sustainability Report and, as part of our enterprise risk management update, discussed with management our ESG-related risks. 

Cybersecurity risk oversight:

Our Board oversees our cybersecurity risk and is responsible for ensuring that management has processes in place designed to identify and assess cybersecurity risks to which we are exposed, implement the appropriate protections to address such risks, identify cybersecurity threats and respond to and resolve cybersecurity incidents. In 2023, our Vice President, Information Technology discussed with the Board risks and trends associated with information technology, including cyber-attacks, and current and future planned actions to mitigate such risks. In addition, he reviewed with our Board updates related to our operational and resource readiness with respect to cyber incidents, our incident response processes and emerging cybersecurity risks.

Our Board has delegated certain oversight responsibilities to our Board Committees, as follows:

 

Audit Committee:  

  Compensation Committee:  

  Governance Committee:

 

  Financial reporting

 

  Internal controls over financial reporting

 

  Legal and regulatory compliance

 

  Ethics and compliance program

 

  Risk disclosure

 

  ESG data controls and verification

   

 

  Executive compensation program and policies

 

  CEO and executive management succession planning

 

  Enterprise talent strategy, including leadership and future workforce

 

  DE&I strategy, initiatives and goals

   

 

  Governance structure

 

  Board composition, including refreshment and diversity

 

  Board and Committee self-evaluation process

 

  Director orientation and continuing education

 

  Governance trends and best practices

 

  Political contributions

 

13


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Board Meetings and Attendance

Our Board held nine meetings in 2023. Each director attended at least 75% of our Board meetings and applicable committee meetings that were held in 2023 during the period he or she served. It is our policy to encourage directors to attend our Annual Meeting of Shareholders, and all of our then-serving directors attended our 2023 Annual Meeting. Our independent directors meet separately at least once per year. Ms. Payne, as the Chair of our Board, presides over these executive sessions.

Communications with our Board

If you are interested in contacting the Chair of our Board, an individual director, our Board as a group, our independent directors as a group, or a specific Board Committee, you may send a communication, specifying the individual or group you wish to contact, in care of: Kenneth G. Cole, Secretary, Masco Corporation, 17450 College Parkway, Livonia, Michigan 48152. Certain communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitations; junk mail, mass mailings and spam; employment inquiries; and surveys.

 

14


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

COMMITTEES OF OUR BOARD OF DIRECTORS

The standing committees of our Board are the Audit Committee, the Compensation Committee and the Governance Committee. These committees function pursuant to written charters adopted by our Board. The committee charters, as well as our Corporate Governance Guidelines and our Code of Ethics, are posted on our website at www.masco.com and are available to you in print from our website or upon request.

Audit Committee

 

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

     

Charles K.  

Stevens Chair  

 

 

 

Mark R.

Alexander

 

 

 

Aine L. Denari

 

 

 

Jonathon J.
Nudi

 

 

 

John C. Plant

 

 

 

Sandeep Reddy

 

       

5 meetings in 2023

All members are independent and financially literate and qualify as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

 

     

Audit Committee responsibilities include assisting the Board in its oversight of the:

 

 integrity of our financial statements

 

 effectiveness of our internal controls over financial and other public reporting

 

 qualifications, independence, performance and remuneration of our independent auditors

 

 performance of our internal audit function

 

 compliance with legal and regulatory requirements, including our employees’ and directors’ compliance with our Code of Ethics

 

In addition, our Audit Committee reviews and discusses with management certain key financial and non-financial risks.

 

Audit Committee key activities in 2023:

 

  reviewed and approved our 2022 Form 10-K

 

  reviewed our Form 10-Qs filed in 2023 and related earnings press releases

 

  discussed with management quarterly updates on our internal controls over financial reporting

 

  reviewed with management quarterly updates on ethics matters and fraud reporting

 

  discussed with management certain risk management practices, including for employee benefit, treasury and insurance program matters

 

  discussed with management the SEC’s cybersecurity disclosure rule and reviewed our 2023 Form 10-K cybersecurity disclosure

 

  reviewed the performance of our internal and independent auditors

 

  participated in the selection of our new lead independent audit engagement partner in conjunction with the mandated rotation of that partner

 

  reviewed and approved our independent auditor’s 2024 integrated audit plan and service fees

 

  reviewed and approved our 2024 internal audit annual operating plan

 

15


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Compensation and Talent Committee

 

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

     

 

Christopher A. O’Herlihy Chair

 

 

Mark A. Alexander

 

 

Marie A.

Ffolkes

 

 

Donald R.

Parfet

 

 

Charles K. Stevens

     

7 meetings in 2023

     

All members are independent

     

 

     

 

Our Compensation Committee is responsible for the following:

 

 the oversight and approval of our executive compensation programs

 

 determining the goals and objectives applicable to the compensation of our CEO and evaluating our CEO’s performance in light of those goals

 

 reviewing our executive succession plan, including periodically reviewing our CEO’s evaluation and recommendation of a potential successor

 

 overseeing our talent management and leadership strategies, including DE&I strategies

 

 determining and administering equity awards granted under our stock incentive plan

 

 administering our annual and long-term performance compensation programs

 

 reviewing and establishing our peer group

 

In addition, our Compensation Committee evaluates risks arising from our compensation policies and practices and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk.

 

 

Compensation Committee key activities in 2023:

 

 reviewed and approved the incentive compensation paid to our executive officers in 2023

 

 reviewed with management a pay-for-performance analysis of our CEO’s compensation as compared to our peer group and a comparison of our executive officers’ compensation to market survey data

 

 established performance metrics and goals for our 2023 Annual Incentive Program, including a DE&I modifier

 

 established performance metrics and goals for our 2023-2025 Long-Term Incentive Program, including the introduction of a new relative total shareholder return (TSR) metric

 

 reviewed with management the Company’s leadership pipeline, focusing on succession management for key executive and business unit leadership positions and approach to leadership development

 

 discussed with management and the Committee’s outside compensation consultant executive compensation trends

 

 discussed with management the newly-promulgated SEC and NYSE requirements regarding executive incentive compensation recoupment and adopted a policy in alignment with such requirements

 

 reviewed and discussed with management the terms and conditions of our proposed 2024 Long Term Stock Inventive Plan

 

 reviewed our 2023 Form 10-K human capital management disclosure

 

 reviewed with management our shareholder engagement activities

 

16


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

Corporate Governance and Nominating Committee

 

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

     

 

Marie A. Ffolkes Chair

 

 

Aine L. Denari

 

 

Jonathon J. Nudi

 

 

Donald R. Parfet

 

 

John C. Plant

 

 

Sandeep Reddy

       

5 meetings in 2023

  

All members are independent

  

 

      

Our Governance Committee is responsible for the following:

 

 advising our Board on the governance structure and conduct of our Board

 

 developing and recommending to our Board appropriate corporate governance guidelines and policies

 

 Board succession planning, including reviewing our Board’s structure and composition and the tenure of our directors

 

 Reviewing and reassessing the adequacy of the Company’s Political Contributions Policy, and annually review the Company’s political contributions

 

 reviewing the independence of our directors

 

 identifying and recommending qualified individuals for nomination and re-nomination to our Board

 

 recommending directors for appointment and re-appointment to Board committees

 

 reviewing and recommending to the Board our director compensation

 

 recommending to the Board those persons to be elected as officers of the Company

  

Governance Committee key activities in 2023:

 

 reviewed the results of our Board’s 2023 self-evaluation and a director skill-set analysis

 

 engaged in a director candidate search, resulting in the Board’s appointment of two new independent directors, Jonathon Nudi and Sandeep Reddy, to our Board and oversaw their orientation

 

 oversight of an enhancement to our Committee self-evaluation process to align with our Board self-evaluation process and to facilitate robust discussions regarding Committee composition, meetings and responsibilities

 

 discussed with management significant corporate governance trends

 

 reviewed with management our shareholder engagement activities

 

 reviewed 2022 political contributions in accordance with our Political Contributions Policy

 

17


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

DIRECTOR COMPENSATION PROGRAM

Our non-employee directors receive the following compensation for service on our Board:

 

Compensation Element

  

Amount

 

Annual Cash Retainer

  

$130,000

 

Annual Equity Retainer (a)

  

Restricted stock units with a value of $160,000 that vest in three equal installments over three years

 

Annual Chair of the Board Cash Retainer

  

$200,000

 

Annual Committee Chair Cash Retainer

  

$25,000 for the Audit Committee
$20,000 for the Compensation Committee
$15,000 for the Governance Committee

 

Meeting Fee (b)

  

None

 

Stock Retention Guideline

  

Directors must retain at least 50% of the equity they receive from us until their service as a director concludes

Annual Equity Retainer (row a): In 2023, the annual equity retainer was paid in the form of restricted stock units granted under our Non-Employee Director Equity Program. Our Non-Employee Director Equity Program imposes a limit on the amount of equity a director may receive during a year of the greater of 25,000 restricted stock units or equity with a grant date value of $500,000.

Meeting Fee (row b): Our Board may approve the payment of meeting fees to directors serving on three or more standing committees or serving as members of a special committee constituted by our Board. No such fees were paid for 2023.

Other Compensation

Our non-employee directors may also receive the following benefits, which are available to all of our employees:

 

   

Matching gifts program under which we will match up to $5,000 of a director’s contributions to eligible 501(c)(3) tax-exempt organizations each year. Non-employee directors may participate in the matching gifts program until December 31 of the year in which their service as a director ends.

 

   

Employee purchase program under which a director may obtain rebates on certain of our products purchased for their personal use.

In addition, if space is available, a director’s spouse is permitted to accompany a director who travels on Company aircraft to attend Board or committee meetings.

Annual Review of our Director Compensation Program

Our Governance Committee reviews our director compensation program annually, including reviewing an analysis of the competitiveness of the program, and recommends any changes to our Board. In 2023, the Committee did not recommend any changes to the Board.

 

18


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

Director Compensation Table

The following table reflects 2023 compensation paid to our directors who served on our Board in 2023, other than Keith Allman, who is also a Company employee and receives no additional compensation for his service as a director. Reginald Turner concluded his service on our Board on May 11, 2023. Mr. Turner did not receive any additional payments in connection with his departure.

 

Name

  

Cash Fees

Earned ($)

  

Restricted Stock

Units ($)

(a)

  

All Other

Compensation ($)

(b)

   Total ($)
       

Mark R. Alexander

   130,000    159,843     —     289,843
       

Aine L. Denari

   130,000    159,843     5,000     294,843
       

Marie A. Ffolkes

   145,000    159,843     5,000     309,843
       

Jonathon J. Nudi

   97,500    160,195     —     257,695
       

Christopher A. O’Herlihy

   150,000    159,843     5,000     314,843
       

Donald R. Parfet

   130,000    159,843     5,000     294,843
       

Lisa A. Payne

   330,000    159,843     —     489,843
       

John C. Plant

   130,000    159,843     —     289,843
       

Sandeep Reddy

   87,500    146,846     —     234,346
       

Charles K. Stevens

   155,000    159,843     —     314,843
       

Reginald M. Turner

   32,500    —     —     32,500

Restricted Stock Units (column a): In May 2023, we granted 3,040 restricted stock units to each non-employee director serving on our Board. In addition, in July 2023, we granted Jonathon Nudi, whose service began on June 1, 2023, 2,640 restricted stock units and we granted Sandeep Reddy, whose service began on June 15, 2023, 2,420 restricted stock units. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance. Directors realize the value of these grants over time because the vesting occurs pro rata over three years, and one-half of the restricted stock each of our directors receives as compensation must be retained until completion of their service on our Board.

All Other Compensation (column b): The amounts reported in this column reflect our contributions in 2023 to eligible tax-exempt organizations under our matching gifts program, as described above, for which directors receive no direct financial benefit.

Unvested Restricted Stock Units: The following table reports the unvested restricted stock units held on December 31, 2023 by each non-employee director who was serving on that date.

 

Director

  

Unvested

Restricted Stock
Units (#)

 

Mark R. Alexander

   5,854
 

Aine L. Denari

   5,930
 

Marie A. Ffolkes

   5,854
 

Jonathon J. Nudi

   2,640
 

Christopher A. O’Herlihy

   5,854
 

Donald R. Parfet

   5,854
 

Lisa A. Payne

   5,854
 

John C. Plant

   5,854
 

Sandeep Reddy

   2,420
 

Charles K. Stevens

   5,854

 

19


 

PART I - CORPORATE GOVERNANCE  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

RELATED PERSON TRANSACTIONS

Our Board of Directors has adopted a Related Person Transaction Policy that requires our Board or a committee of independent directors to approve or ratify any transaction involving us in which any director, director nominee, executive officer, 5% beneficial owner or any of his or her immediate family members has a direct or indirect material interest.

Related Person Transaction Policy

Our policy covers:

 

   

financial transactions and arrangements;

 

   

indebtedness and guarantees of indebtedness; and

 

   

transactions involving employment.

Our policy excludes transactions determined by our Board not to involve a material interest of the related person, such as:

 

   

ordinary course of business transactions of $120,000 or less;

 

   

transactions in which the related person’s interest is derived from service as a director of another entity or ownership of less than 10% of another entity’s stock; and

 

   

transactions in which the related person’s interest is derived from service as a director, trustee or officer of a not-for-profit organization or charity that receives donations from us, which are made in accordance with our matching gifts program.

Assessing Related Person Transactions

Our policy requires directors, director nominees and executive officers to provide prompt written notice to our Secretary of any related transaction so it can be reviewed by our Governance Committee. If our Governance Committee determines that the related person has a direct or indirect material interest in the transaction, it will consider all relevant information to assess whether the transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders. Our Governance Committee annually reviews previously-approved ongoing related transactions to determine whether the transactions should continue.

Related Persons Transactions for 2023

There are no transactions required to be described in this proxy statement.

 

20


 

MASCO 2024 

 

 

 

 PART I - CORPORATE GOVERNANCE

 

 

PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

The term of office of our Class III Directors, who are Mark R. Alexander, Marie A. Ffolkes and John C. Plant, expires at this meeting.

Our Board proposes the re-election of Mr. Alexander, Ms. Ffolkes and Mr. Plant to serve as Class III Directors. The term of the Class III Directors elected at this Annual Meeting will expire at the Annual Meeting of Stockholders in 2027, or when their respective successors are elected and qualified.

Our Board expects that the persons named as proxy holders on the proxy card will vote the shares represented by each proxy for the election of each director nominee unless a contrary direction is given. If, prior to the meeting, a nominee is unable or unwilling to serve as a director, which our Board does not expect, the proxy holders may vote for an alternate nominee recommended by our Board, or our Board may reduce its size.

Information regarding each of our director nominees can be found above in “Director Nominees for Class III.”

Our Board recommends a vote FOR the election to our Board of Directors of each of the following Class III Director nominees:

 

 Name    Director
Since
   Occupation
   

Mark R. Alexander

   2014

 

  

Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019

 

   

 

Marie A. Ffolkes

  

 

2017

  

Managing Partner, GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies, since 2023

   

 

John C. Plant

  

 

2012

  

 

Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020

 

The affirmative vote of a majority of the votes cast by shares is required for the election of directors. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the outcome of the election. If an incumbent Director nominee fails to receive a majority of the votes cast, the Director is required to give his or her resignation to our Board. Our Board has 90 days after certification of the election results to decide whether to accept the Director’s resignation.

 

21


 

PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

LOGO   

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PROGRAM HIGHLIGHTS

 

 

In 2023, we improved our operating profit and operating margin and continued to execute our capital deployment strategy. Despite softer sales volume, our operating profit for the year increased 4% to $1.3 billion and our operating margin increased 200 basis points to 16.9% through disciplined pricing and continued improvement in operational efficiencies. We also continued to return value to our shareholders by repurchasing approximately 6.2 million shares of our common stock and increasing our quarterly dividend by approximately 2%.

 

 

Our compensation program is designed to emphasize pay-for-performance. We make pay dependent on performance through traditional means, including an annual cash incentive, a long-term performance-based award and stock options/stock appreciation rights (“SAR”) that vest ratably over 3 years. In addition, and different from many other companies, we formulaically base the size of our annual restricted stock unit (“RSU”) award on delivered performance. If earned, this RSU award vests ratably over 3 years.

 

 

We achieved 139% of our annual performance program’s performance target. In 2023, our annual incentives were based on the financial metrics of operating profit, net sales and working capital as a percent of sales as well as a DE&I performance modifier. As a result of our strong performance in 2023, particularly with respect to our operating profit, our executive officers earned 139% of target under our annual performance program, and received a cash bonus and an award of RSUs consistent with this performance. While most companies grant RSUs each year without a direct link to company performance, our program requires executives to earn their RSU grant each year through annual performance.

 

 

Our 2021-2023 Long-term incentive program (“LTIP”) paid below target, at 60%. For the three-year period of 2021-2023, our LTIP was based on the financial metrics of cumulative earnings per share (“EPS”) and a three-year average return on invested capital (“ROIC”). We achieved 100% of our cumulative EPS target, but did not achieve our threshold for ROIC. Each of our executive officers received a share award consistent with this performance.

 

 

We continue to engage with shareholders and improve our compensation program. At last year’s Annual Meeting, our executive compensation program received 92% shareholder support, consistent with levels we have received in recent years. We continue to seek feedback from shareholders and, as appropriate, make adjustments to our program to ensure it remains aligned with long-term value creation.

 

22


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

OUR NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis (“CD&A”) covers the elements of compensation awarded to, earned by or paid to our named executive officers (who we generally refer to as our “executive officers”) during 2023 and focuses on the principles underlying our company’s executive compensation policies and decisions. This CD&A explains the compensation for the following individuals:

 

 
 Name     Position
 

Keith J. Allman

   President and Chief Executive Officer
 

Richard J. Westenberg

   Vice President, Chief Financial Officer and Treasurer
 

Imran Ahmad

   Group President
 

Jai Shah

   Group President
 

Kenneth G. Cole

   Vice President, General Counsel and Secretary
 

John G. Sznewajs

   Former Vice President, Chief Financial Officer
 

David A. Chaika

   Former Interim Chief Financial Officer

 

 

Richard Westenberg commenced service as our Vice President, Chief Financial Officer on October 16, 2023 and was appointed as our Treasurer, effective April 1, 2024.

 

 

Imran Ahmad commenced service as our Group President on February 13, 2023.

 

 

John Sznewajs’ service as our Vice President, Chief Financial Officer concluded on May 31, 2023.

 

 

David Chaika, currently our Vice President, Finance, was appointed to serve as our Interim Chief Financial Officer, effective June 1, 2023, through October 15, 2023. Mr. Chaika’s service with us will conclude on or about April 30, 2024.

OUR 2023 PERFORMANCE COMPENSATION PROGRAMS

Based on our performance in 2023, our eligible executive officers earned incentive compensation under our performance-based compensation programs, which include:

 

   

Our annual performance program, under which we pay cash bonuses and grant RSUs to our executive officers if we meet annual performance goals; and

 

   

Our LTIP, under which our executive officers earn a stock award if we meet performance goals over a three-year period (2021-2023).

OUR EXECUTIVE OFFICERS’ PERFORMANCE-BASED TARGET COMPENSATION

The target compensation mix for our CEO and our other executive officers reflects our emphasis on long-term, performance-based compensation that incentivizes our executive officers to make strategic decisions that will strengthen our business and create long-term value for our stockholders. In 2023, approximately 88% of our CEO’s target compensation, and approximately 75% of the target compensation of our other executive officers, who participated in our 2023 annual performance program and 2023-2025 LTIP, was performance-based.

 

LOGO

 

23


 

PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

 

  2023 ANNUAL PERFORMANCE PROGRAM

 

     

     2021-2023 LTIP

 

       

  Financial

  Performance

  Metric

   Metric 
 Weight 
   Target    Actual
Performance
 (as adjusted) 
   Performance 
Percentage
       

  Financial

  Performance

  Metric

 

 Metric 

 Weight 

   Target   

Actual
Performance

 (as adjusted) 

 

  Performance  

Percentage

       

Operating Profit (in millions)

  70%   $1,200   $1,358   106%    

Cumulative EPS

  60%   $11.17   $11.17   60%
       

Net Sales (in millions)

  20%   $8,060   $7,939   14%                
       

Working Capital as a Percent of Sales

  10%   18.5%   18.5%   10%    

ROIC

  40%   48.5%   42.9%   —%

Financial Metric Performance Percentage

  130%    

Total Performance Percentage

  60%

Total Performance Percentage, as modified by our DE&I performance modifier of 107%

  139%                      

 

 

See “Our 2023 Annual Performance Program” and “Our Long-Term Incentive Program” below for a discussion of the establishment of our performance metrics and goals and a description of our calculation of operating profit, net sales, working capital as a percent of sales, cumulative EPS and ROIC performance.

Based on this performance, our eligible executive officers earned a cash bonus and restricted stock unit award under our 2023 annual performance program and a stock award under our 2021-2023 LTIP.

 

         
Name    Cash
Bonus
($)
   Restricted
Stock
Unit
Award ($)
   2021-2023
LTIP-
Stock
Award ($)
   Total
Performance
Compensation ($)
         

Keith J. Allman

   2,658,900    3,398,282    1,849,338    7,906,520
         

Imran Ahmad

   521,600    521,631       1,043,231
         

Jai Shah

   642,100    642,345    336,243    1,620,688
         

Kenneth G. Cole

   567,400    567,722    267,327    1,402,449
         

John G. Sznewajs

   766,100       373,628    1,139,728
         

David A. Chaika

   224,200    223,870    117,641    565,711

 

 

Imran Ahmad did not participate in our 2021-2023 LTIP.

 

 

John Sznewajs’ awards under our 2023 annual performance program and our 2021-2023 LTIP were each pro-rated for the portion of 2023 he served as an executive officer. The amount he earned as a restricted stock unit award under our annual performance program was paid to him as a cash equivalent and is reflected in the cash bonus column.

 

 

Richard Westenberg did not participate in our 2023 annual performance program or our 2021-2023 LTIP.

 

24


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

We grant stock options annually to our executive officers to align their long-term interests with those of our shareholders by reinforcing the goal of long-term share price appreciation. These stock options will provide value to our executive officers only if the price of our common stock increases above the option exercise price. On February 13, 2023, our Compensation Committee awarded the following stock options to our executive officers; these stock options will vest ratably over three years. Richard Westenberg and John Sznewajs did not receive a grant of stock options in 2023.

 

     
Name

 Stock 

 Options/

 SAR 

 Awarded 

 (#) 

Stock

Option/SAR
Exercise
Price

($ per
share)

Value of Stock
Options/SAR
Awarded at
Grant($)
     

Keith J. Allman

144,460 56.56 2,442,978
     

Imran Ahmad

22,170 56.56 374,919
     

Jai Shah

26,250 56.56 443,916
     

Kenneth G. Cole

20,360 56.56 344,310
     

David A. Chaika

9,170 56.56 155,075

 

 

The stock options reflected in this table were priced based on our closing stock price on February 13, 2023, the date of grant. This column shows the aggregate grant date fair value of the stock options awarded, calculated in accordance with accounting guidance.

 

 

The grant to Imran Ahmad was in the form of SAR, which also vest in equal installments over three years. During the periods in which the SAR are exercisable, each right will entitle Mr. Ahmad to a cash amount equal to the current market price per share of Company common stock on the date he exercises the SAR less the exercise price of the SAR.

 

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PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Our compensation practices include:

 

  ü  

An Emphasis on Long-Term PerformanceOur compensation programs are weighted toward long-term incentives. We give approximately equal weight to RSUs, stock options and our three-year incentive program, under which we grant performance-based restricted stock units (“PRSUs”).

 

  ü  

Annual Restricted Stock Units Granted Only When Earned—Our annual grant of RSUs is based on our executive officers’ target opportunities, which are established at the beginning of the year, and the achievement of our performance goals under our annual performance program. While most companies grant RSUs each year without a direct link to company performance, our program requires executives to earn their RSU grant each year through annual performance.

 

  ü  

Long-Term Performance Program—A significant portion of our executive officers’ compensation opportunity is based on the achievement of three-year performance goals.

 

  ü  

Clawback Policy—If we restate our financial statements, other than as a result of changes to accounting rules or regulations, our clawback policy requires us to recover incentive compensation paid to our executives in the three-year period prior to the applicable recoupment trigger date, regardless of whether misconduct caused the restatement.

 

  ü  

Stock Ownership Requirements—We have minimum stock ownership requirements for our executive officers, including requiring our CEO to own stock valued at six times his base salary.

 

  ü  

Double-Trigger Vesting—We have double-trigger vesting of equity on a change in control.

 

  ü  

Tally Sheets and Risk Assessment—Our Compensation Committee uses tally sheets and oversees an annual risk assessment to evaluate whether our compensation programs present undue risk to us.

 

  ü  

Competitive Analysis—On an annual basis, our Compensation Committee reviews a market analysis of executive compensation paid by our peer companies and published survey data for comparably-sized companies.

 

  ü  

Limited Perquisites—We provide limited perquisites to our executive officers.

Our compensation practices do not include:

 

  ×  

Excise Tax Gross-Ups—Our equity grants do not provide for excise tax gross-ups.

 

  ×  

Hedging or Pledging—Our policy prohibits executive officers and directors from hedging our stock and from making pledges of our stock.

 

  ×  

Employment Agreements and Change in Control Agreements—We have no employment agreements or change in control agreements with our executive officers.

 

  ×  

Option Repricing—Our equity plan prohibits the repricing of options without shareholder approval.

 

26


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

COMPENSATION DECISIONS IN 2023

Our 2023 Annual Performance Program

Program Opportunities

We provide annual performance-based cash bonus and restricted stock unit opportunities to our executive officers to incentivize them to achieve rigorous annual performance goals and our strategic business objectives and to align our executive officers’ interests with those of our shareholders.

Our Compensation Committee establishes the cash bonus and restricted stock unit opportunities available to each executive officer as a percentage of the officer’s annual base salary. Under our annual performance program, if the threshold goal is not achieved, our executive officers do not earn a payout. If the maximum goal is exceeded, the payout percentage is capped at 200% of the target opportunity.

Our eligible executive officers had the following target opportunities under our 2023 annual performance program:

 

     
Name

 Target Opportunity for 

Cash Bonus as a % of
 Annual Base Salary 

Target Opportunity for
 Restricted Stock Units as 
a % of Annual Base

Salary

     

Keith J. Allman

150% 191.7%
     

Imran Ahmad

75% 75%
     

Jai Shah

75% 75%
     

Kenneth G. Cole

70% 70%
     

John G. Sznewajs

75% 90%
     

David A. Chaika

50% 50%

 

 

Kenneth Cole’s target opportunities for cash bonus and restricted stock units as a percent of his annual base salary under our 2023 annual performance program each increased from 65% in 2022 to 70%. This increase reflects Mr. Cole’s positive impact on and contributions to our Company and align with market practice.

 

 

John Sznewajs’ awards under our 2023 annual performance program were pro-rated for the portion of 2023 he served as an executive officer.

 

 

Richard Westenberg did not participate in our 2023 annual performance program.

Performance Metrics

Our Compensation Committee selected the financial metrics of operating profit (weighted at 70%), net sales (weighted at 20%) and working capital as a percent of sales (weighted at 10%) for our 2023 annual performance program, because it believed that improvement in these metrics would continue to reinforce our executive officers’ focus on revenue, profit growth and capital efficiency to drive shareholder value. Additionally, these metrics are easily derived from our audited financial statements, which our Compensation Committee believes provides transparency both for our shareholders (as requested from shareholders when we sought feedback) and our executive officers.

Our 2023 annual performance program also included a diversity, equity and inclusion (DE&I) performance modifier component. This component could increase or decrease the performance percentage achieved under our annual performance program by up to 10% based on an assessment of our progress related to our DE&I strategy.

We calculate the cash bonuses to be paid and restricted stock units to be granted to our executive officers under the annual performance program by multiplying each executive officer’s base salary by his or her target opportunity, multiplying that result by the program performance percentage achieved, and multiplying that result by the DE&I performance modifier. The total payout for each executive officer is limited to 200% of target opportunity.

 

27


 

PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Base Salary X Target
Opportunity
X

Financial Metrics

 

X

DE&I
Performance
Modifier

90% - 110%

= Annual
Performance
Percentage

Operating Profit: 70%
+
Net Sales: 20%
+
Working Capital: 10%

 

Program Targets and Achievement

Our performance targets are designed to be challenging, and our Compensation Committee has a robust process for establishing our targets, which includes reviewing our operating profit and revenue forecast for the year, taking into account analyst forecasts, shareholder expectations, and general economic and industry conditions. In 2023, the factors considered included an expectation of lower consumer demand and an unfavorable sales mix of our products. In 2023, we achieved 151% of our operating profit target, 72% of our net sales target and 100% of our working capital as a percent of sales target. After weighting the operating profit metric at 70%, the net sales metric at 20% and the working capital as a percent of sales target at 10%, our performance percentage for our 2023 annual performance program was 130% of our financial metrics target.

The Compensation Committee assessed our performance with respect to the DE&I performance modifier (a percentage between 90% and 110%). The assessment is based on quantitative and qualitative factors and an evaluation of our achievement and performance relative to criteria established at the beginning of the year. The DE&I performance modifier was assessed at 107%, bringing our performance percentage for our 2023 annual performance program to 139%.

 

LOGO

To calculate achievement of our operating profit performance target, we adjusted our 2023 reported operating profit of $1,348 million to exclude the expense recognized due to rationalization charges and to exclude the positive impact on our operating profit by an acquisition transaction. Our operating profit for purposes of the annual performance program was $1,358 million.

 

28


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

To calculate achievement of our net sales performance target, we adjusted our 2023 reported net sales of $7,967 million to exclude the positive impact on our net sales by an acquisition transaction. Our net sales for purposes of the annual performance program were $7,939 million.

To determine achievement of our working capital as a percent of sales performance target, we define working capital as a percent of sales as a twelve-month average of our reported accounts receivable and inventories, less accounts payable, divided by our reported sales for the year. For 2023, our working capital as a percent of sales was 18.5%.

Compensation Paid Under the 2023 Annual Performance Program

Based on a total performance percentage of 139%, we calculated the actual cash bonuses to be paid and restricted stock units to be granted to our executive officers as follows:

 

Name  

 Amount of Cash 

Bonus ($)

 

Value of

 Restricted Stock 

Unit Award ($)

   Total 2023 Annual 
Performance
Compensation ($)
       

Keith J. Allman

  2,658,900   3,398,282   6,057,182
       

Imran Ahmad

  521,600   521,631   1,043,231
       

Jai Shah

  642,100   642,345   1,284,445
       

Kenneth G. Cole

  567,400   567,722   1,135,122
       

John G. Sznewajs

  766,100     766,100
       

David A. Chaika

  224,200   223,870   448,070

 

 

John Sznewajs’ awards under our 2023 annual performance program were each pro-rated for the portion of 2023 he served as an executive officer. The amount he earned as a restricted stock unit award under our annual performance program was paid to him as a cash equivalent and is reflected in the cash bonus column.

 

 

Richard Westenberg did not participate in our 2023 annual performance program.

 

 

The number of restricted stock units granted is determined by dividing the value of the restricted stock unit award by the closing price of our common stock on the grant date and rounding to the nearest ten shares. If the grant date occurs within ten days prior to the release of our financial results, the grant is effective at the end of the first trading day after the release of our financial results and priced based on the closing price of our common stock on that date. The amount reflected in this column is the value of the restricted stock units on the grant date. These restricted stock units vest in equal installments over three years following the grant date, so our executive officers do not realize the value of these awards until they vest.

Our Long-Term Incentive Program

Program Opportunities

Our Compensation Committee believes a long-term incentive program provides a meaningful incentive for our executive officers to achieve long-term growth and profitability. Under our LTIP, PRSUs are granted to our executive officers at the beginning of each three-year performance period. This grant of PRSUs entitles our executive officers to receive shares of our stock if at least the threshold performance goals over the three-year period are achieved. If the threshold goals are not achieved, our executive officers do not earn a payout. If the maximum goals are met or exceeded, the payout percentage is capped at 200% of the target opportunity.

 

29


 

PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Our Compensation Committee establishes the LTIP opportunity available to each executive officer as a percent of the executive officer’s annual base salary at the beginning of each three-year performance period. Our executive officers who participated in our 2021-2023 LTIP had the following target opportunities:

 

 Name

 Target Opportunity Under  

 2021-2023 LTIP as a % of  

 Annual Base Salary  

   

Keith J. Allman

175%

   

Jai Shah

75%

   

Kenneth G. Cole

65%

   

John G. Sznewajs

75%

   

David A. Chaika

50%

 

 

John Sznewajs’ award under our 2021- 2023 LTIP was pro-rated for the portion of 2023 he served as an executive officer.

 

 

Richard Westenberg and Imran Ahmad did not participate in our 2021- 2023 LTIP.

Performance Metrics

Our Compensation Committee selected a cumulative EPS metric with a weighting of 60% and a three-year average ROIC metric with a weighting of 40% for our LTIP program for the 2021-2023 LTIP performance period. Our Compensation Committee believes that a combination of EPS and ROIC reinforces our executive officers’ focus on earnings, capital efficiency and consistent return on capital and further encourages our executive officers to make new, profitable investments. In 2023, our Compensation Committee added a relative total shareholder return metric, measured against companies in the S&P 500 Consumer Durables Index, to our LTIP program for the three-year periods beginning in 2023.

Program Targets and Achievement

Our Compensation Committee established the following EPS and ROIC goals and corresponding payout percentages for the 2021-2023 LTIP performance period. These performance goals were consistent with our long-range business plan and required a high level of performance to achieve. For the three-year performance period of 2021-2023, we achieved 100% of our cumulative EPS goal and 0% of our ROIC goal, resulting in an overall performance percentage of 60%.

 

 

LOGO

To calculate achievement of our cumulative earnings per share performance target, we adjusted our income from continuing operations to exclude the after-tax effect of special and other non-recurring income and expenses and divided by adjusted average diluted common shares outstanding. Average diluted common shares outstanding for 2022 and 2023 was increased to reflect the minimum number of common shares outstanding permitted under the LTIP during the performance period.

 

30


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

Under our 2021-2023 LTIP, we define ROIC as after-tax operating profit from continuing operations adjusted to exclude the effect of special and other non-recurring income and expenses, divided by adjusted invested capital. Adjusted invested capital includes shareholders’ equity, which we adjust to exclude the after-tax impact of certain special and other non-recurring income and expenses, plus short-term and long-term debt minus cash.

Compensation Paid Under our 2021-2023 LTIP

The following table reflects the PRSUs granted to our eligible executive officers at the beginning of the 2021-2023 three-year performance period, and the amount of stock earned by those executive officers at the end of the three-year period under our 2021-2023 LTIP. We calculated the number of shares earned by multiplying the number of PRSUs granted to each executive officer at the beginning of the three-year performance period by 60%, which was the performance percentage achieved. The value of the stock earned is based upon the number of shares issued on February 16, 2024, at the closing stock price of our common stock. Based on SEC rules, this component of each executives’ compensation was reflected in our 2021 Summary Compensation Table, the year in which the PRSUs were granted under our 2021-2023 LTIP, assuming the target award would be earned at the end of the three-year period.

 

                 
  Name 2021-2023 LTIP
PRSU Target
Grant (#)
   Payout 
 Percentage 
 

2021-2023 LTIP-

Stock Earned (#)

  Stock Price on
2/16/2024 ($)
 

2021-2023 LTIP-

Stock Earned ($)

                 

Keith J. Allman

42,130

x

60%

=

25,278

x

73.16

=

1,849,338

                 

Jai Shah

7,660

x

60%

=

4,596

x

73.16

=

336,243

                 

Kenneth G. Cole

6,090

x

60%

=

3,654

x

73.16

=

267,327

                 

John G. Sznewajs

10,580

x

48.3%

=

5,107

x

73.16

=

373,628

                 

David A. Chaika

2,680

x

60%

=

1,608

x

73.16

=

117,641

 

 

John Sznewajs’ 2021-2023 LTIP payout percentage was pro-rated based on the portion of 2023 he served as an executive officer.

 

 

Richard Westenberg and Imran Ahmad did not participate in our 2021-2023 LTIP.

PRSUs Granted Under the 2023-2025 LTIP

The following table reflects the PRSUs granted to our eligible executive officers under the 2023-2025 LTIP. The amounts reflected in the PRSU Grant column are the number of PRSUs granted on February 24, 2023, which we calculated using the the closing price of our stock on the grant date ($52.48) and rounded to the nearest ten shares, assuming the target award would be earned at the end of the three-year performance period. The actual number of shares of stock awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. If the threshold goals are not achieved, our executive officers do not earn a payout. If the maximum goals are met or exceeded, the payout percentage is capped at 200% of the target opportunity.

 

Name   Target
Opportunity
  2023-2025 LTIP
PRSU Target Grant
(#)
     

Keith J. Allman

  191.7%   46,550
     

Imran Ahmad

  75%   7,150
     

Jai Shah

  75%   8,460
     

Kenneth G. Cole

  70%   7,070
     

John G. Sznewajs

  90%   13,750
     

David A. Chaika

  50%   2,950

 

 

The grant to Imran Ahmad was in the form of a Phantom PRSUs. Each Phantom PRSU represents the right to receive, if the Compensation Committee determines that the 2023-2025 LTIP performance goals are met following the performance period, a cash amount equal to the fair market value of one share of Company common stock or a share of the Company common stock.

 

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PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

 

John Sznewajs’ payout percentage under our 2023-2025 LTIP, if the Compensation Committee determines that the 2023-2025 LTIP performance goals are met following the performance period, will be pro-rated based on the portion of 2023 he served as an executive officer.

 

 

David Chaika will forfeit his 2023-2025 LTIP PRSU grant upon his planned conclusion of service with us on or around April 30, 2024.

 

 

Richard Westenberg did not participate in our 2023- 2025 LTIP.

Stock Options/SAR Granted in 2023

We grant stock options annually to our executive officers. The value of the stock option grants approximates the restricted stock unit target opportunity for each executive officer under our annual performance program. Our Compensation Committee believes that stock options are an important component of our executive compensation program because they align our executive officers’ long-term interests with those of our shareholders. Because stock options only confer actual value if our stock price appreciates between the grant date and the exercise date, we believe they reinforce the goal of long-term share price appreciation. On February 13, 2023, our Compensation Committee awarded to our eligible executive officers the following stock options that vest in equal installments over three years:

 

Name   

 Stock Options/SAR 

Awarded (#)

    

Stock Option/SAR

Exercise Price ($)

    

 Value of Stock Options/SAR 

Awarded ($)

       

Keith J. Allman

   144,460      56.56      2,442,978
       

Imran Ahmad

   22,170      56.56      374,919
       

Jai Shah

   26,250      56.56      443,916
       

Kenneth G. Cole

   20,360      56.56      344,310
       

David A. Chaika

   9,170      56.56      155,075

 

 

The stock options reflected in this table were priced based on our closing stock price on February 13, 2023, the date of grant. This column shows the aggregate grant date fair value of the stock options awarded, calculated in accordance with accounting guidance.

 

 

The grant to Imran Ahmad was in the form of SAR, which also vest in installments over three years. During the periods in which the SAR are exercisable, each right will entitle Mr. Ahmad to a cash amount equal to the current market price per share of Company common stock on the date he exercises the SAR less the exercise price of the SAR

 

 

John Sznewajs and Richard Westenberg did not receive a grant of stock options/SAR in 2023.

Other Components of our Executive Compensation Program

Base Salary

We pay our executive officers a base salary to provide each of them with a minimum, base level of cash compensation. In determining the base salary adjustments for our executive officers, our Compensation Committee conducts a review with our CEO of the performance and contributions of our executive officers in the prior year. In addition, in consultation with Semler Brossy Consulting Group, LLC (“Semler Brossy”), the Compensation Committee’s outside compensation consultant, it considers market survey data in published executive compensation surveys for companies with annual revenues similar to ours and significant changes in the scope and complexity of the executive officer’s role.

 

32


 

MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

Based on our Compensation Committee’s review and analysis, our Compensation Committee approved the following base salaries in 2023, which are competitively positioned and targeted to the median of our peer group:

 

  Name    Previous Base 
Salary ($)
   Salary Increase 
Percentage
   Current Base 
Salary ($)
     

Keith J. Allman

 

1,274,353

 

0.0%

 

1,274,353

     

Richard J. Westenberg

 

N/A

 

N/A

 

725,000

     

Imran Ahmad

 

N/A

 

N/A

 

500,000

     

Jai Shah

 

591,829

 

4.0%

 

615,502

     

Kenneth G. Cole

 

529,779

 

10.0%

 

582,757

     

John G. Sznewajs

 

801,651

 

N/A

 

N/A

     

David A. Chaika

 

310,018

 

4.0%

 

322,419

N/A: Richard Westenberg and Imran Ahmad were not executive officers of our Company prior to 2023 and each of their current base salaries reflect the base salary approved by the Compensation Committee in connection with their appointment to serve as an executive officer of our Company. John Sznewajs’ service as our Vice President, Chief Financial Officer concluded on May 31, 2023, and he therefore did not receive a base salary increase in 2023.

Perquisites and Other Compensation

We offer a limited number of perquisites to our executive officers, as follows:

 

 

Personal use of our Company aircraft, which we maintain for business purposes. Our Compensation Committee has evaluated our policies and valuation practices for such personal use, and our Board has requested that our CEO use our aircraft for both business and personal travel, with personal travel subject to certain value and geographic usage limitations. We may occasionally permit other executive officers to use our aircraft for personal travel.

 

 

An estate and financial planning program to assist in financial planning and tax preparation. This program provides up to $10,000 of services per year.

 

 

Relocation benefits, which may include reimbursement for certain moving and temporary living expenses and incidental costs, and travel allowances.

Retirement Programs

We maintain the following defined contribution retirement plans for all of our employees, including our executive officers:

 

 

401(k) Savings Plan: Our 401(k) Savings Plan is a tax-qualified plan that includes a matching and, if applicable, profit sharing component.

 

 

Benefits Restoration Plan (“BRP”): Our BRP enables all of our highly-compensated employees to obtain the full financial benefit of the 401(k) Savings Plan, notwithstanding various limitations imposed on the plan under the Internal Revenue Code (the “Code”).

Our executive officers may also be entitled to receive benefits under the following frozen non-qualified defined benefit plans:

 

 

Masco Corporation Benefit Restoration Plan (“BRP”); and

 

 

Supplemental Executive Retirement Plan (“SERP”). Mr. Sznewajs was the only executive officer eligible to receive benefits under the SERP.

In 2010, we froze accruals in all of the defined benefit plans offered to our U.S. employees. Consequently, the pension benefits ultimately payable to executive officers are essentially fixed, although Mr. Sznewajs’ vesting in the frozen

 

33


 

PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

accrued SERP benefit continued after the plan was frozen. Mr. Sznewajs was fully vested in his frozen SERP benefit at the time of his conclusion of service as our Vice President, Chief Financial Officer on May 31, 2023.

Management Transition Compensation Arrangements

In connection with the conclusion of his service as our Vice President, Chief Financial Officer on May 31, 2023, John Sznewajs received (i) a 2023 annual cash bonus payment, pro-rated based on his departure date; (ii) a cash payment equivalent to his target 2023 annual RSU grant, pro-rated based on his departure date, subject to actual performance, and such payment paid out in February 2024; (iii) a share award under each of the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP, the payout for which, if applicable, will be pro-rated based on his departure date; (iv) an extension of the exercise period for his outstanding stock options, from 30 days from his departure date to 90 days from his departure date; and (v) accelerated vesting of 2,644 unvested shares of restricted stock upon his departure. Mr. Sznewajs did not receive a grant of stock options in 2023.

In connection with the conclusion of his service as our Interim Chief Financial Officer, there were no changes to David Chaika’s compensation arrangements.

In connection with Richard Westenberg’s appointment as our Vice President, Chief Financial Officer, he received a one-time cash sign-on bonus of $950,000 ($380,000 of which was paid in 2023, with the remaining $570,000 paid with the first regularly scheduled payroll date in 2024). In the event of Mr. Westenberg’s voluntary termination of his employment with the company or termination for cause, within one year of receiving the cash bonus, Mr. Westenberg shall reimburse the company for the full amount within 45 days after his employment concludes. In addition, Mr. Westenberg received an initial RSU grant with a value of $2,000,000 that will vest ratably over three years beginning in February 2025. Mr. Westenberg is eligible to participate in our annual performance program and our LTIP beginning with the 2024 performance periods (his target opportunity under each of these programs is 80% of his annual base salary), and to receive a grant of stock options beginning in February 2024. He did not participate in our 2023 annual performance program or our 2023-2025 LTIP, and he did not receive a grant of stock options in 2023. Mr. Westenberg is also eligible to receive other employee benefits consistent with those provided to other similarly situated employees.

In connection with Imran Ahmad’s appointment as our Group President, he was a participant in our 2023 annual performance program and our 2023-2025 LTIP (his target opportunity under each of these programs is 75% of his annual base salary). In addition, in 2023, Mr. Ahmad received a SAR grant with a value of $375,000.

OUR EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

We Provide Long-Term Equity Incentives to Align the Interests of Our Executive Officers With Our Shareholders

 

 

Awards of performance-based restricted stock units and stock options are important components of our executive officers’ compensation.

 

 

Beginning with grants made in 2020, our restricted stock units and stock options vest in equal installments over three years. Grants of restricted stock awards and stock options made prior to 2020 vest in equal installments over five years.

 

 

A significant portion of our executive officers’ compensation opportunity is based on the achievement of the three-year performance goals of EPS and ROIC under our LTIP. Beginning with the 2023-2025 three-year performance period, our Compensation Committee added a relative total shareholder return metric to our LTIP. PRSUs are granted to our executive officers at the beginning of each three-year performance period and may entitle our executive officers to receive shares of our stock if we achieve performance goals over the three-year period.

 

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MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Upon retirement of our executive officers, equity awards generally continue to vest over the remaining vesting period, so that our performance will continue to impact them financially even after they retire.

We Can Clawback Incentive Compensation

If we restate our financial statements as a result of material noncompliance with financial reporting requirements, our Compensation Committee must clawback or recover certain executive incentive compensation that was paid or granted in the three-year period prior to the applicable recoupment trigger date, regardless of whether misconduct caused the restatement. A full copy of our Policy Relating to Recovery of Erroneously Awarded Compensation that complies with the Dodd-Frank clawback policy requirements and the New York Stock Exchange rules is attached as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023.

We Require Minimum Levels of Stock Ownership by Our Executives

 

 

Our executive officers are required to maintain a substantial investment in our common stock within three years of becoming subject to them.

 

 

Our Compensation Committee reviews our executive officers’ ownership of our common stock annually to ensure compliance with our stock ownership requirement.

 

 

Direct stock holdings, unvested restricted stock awards and unvested restricted stock units (but not unvested PRSUs, unvested phantom PRSUs, stock options, phantom restricted stock units or stock appreciation rights) are counted toward satisfaction of the requirement.

On December 31, 2023, when the closing price of our common stock was $66.98, each of our executive officers met our stock ownership requirement, with the exception of Imran Ahmad. Mr. Ahmad began his service as our Group President and as an executive officer of our Company in February 2023 and has three years from that time to meet our stock ownership requirement.

 

 

 

Minimum Stock Ownership
Requirements

Actual Ownership
       
  Name Multiple of
Base Salary
Multiple Expressed
in Dollars as of
12/31/2023 ($)

Multiple of

Base Salary

Value of Shares
Held by Executive as
of 12/31/2023 ($)
       

Keith J. Allman

6

7,646,118

10.5

13,416,429

       

Richard J. Westenberg

3

2,175,000

3.5

2,550,598

       

Imran Ahmad

2

1,000,000

2,009

       

Jai Shah

2

1,231,004

3.8

2,324,809

       

Kenneth G. Cole

2

1,165,514

8.1

4,701,862

Our Equity Awards Have Double-Trigger Change of Control Provisions

Upon a change of control of our Company, our unvested equity awards will vest only if the recipient of the award:

 

 

is terminated from employment at the time of the change in control or within two years after the change in control;

 

 

terminates employment for good reason (for example, if his or her job duties have been significantly diminished); or

 

 

does not receive comparable replacement awards by the acquiring company.

Our Compensation Committee Oversees an Annual Compensation Risk Evaluation

Our Compensation Committee’s risk assessment of our compensation programs focuses on the program components and analyzes whether those components present undue risk to us and on our material business risks and their potential impact on our compensation programs. Based on the 2023 risk assessment, the Compensation Committee has concluded that our programs do not encourage excessive risk taking.

 

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Our Compensation Programs Encourage Executive Retention and Protect Us

We believe our compensation programs, including the terms and conditions of our equity plan, improve our retention of our executive officers and also reduce the potential that executive officers might engage in post-termination conduct that would be harmful to us. The terms of our equity awards provide that our executive officers:

 

 

forfeit unvested awards of restricted stock and restricted stock units, stock options and PRSUs if their employment terminates prior to being retirement eligible under the applicable award agreement;

 

 

may only exercise vested options for a limited period of time following termination; and

 

 

may not engage in competitive activities with us while they are a holder of the award and for a period of one year thereafter.

We Prohibit Excise Tax Gross-Up Payments

Our Board has adopted a policy prohibiting excise tax gross-up payments, except for such payments committed to in our frozen SERP agreements entered into prior to 2012. The only tax equalization gross-up payments we provide to our employees are those made in connection with reimbursement of relocation or foreign expatriate expenses incurred at our request.

We Prohibit Hedging and Pledging

Our anti-hedging and anti-pledging policy prohibits our directors, executive officers and all other employees subject to our regular quarterly blackout periods from engaging in hedging our Company’s securities. Additionally, such individuals are prohibited from making any purchases of our securities on margin or from pledging our securities as collateral for a loan, unless the arrangement is preapproved by our Governance Committee for any applicable employee or by our Board for any director. Our Governance Committee has not approved any such transactions.

We Do Not Have Employment Agreements or Change in Control Agreements

Our executive officers do not have employment agreements and are “at-will” employees who may be terminated at our discretion. Our executive officers also do not have change in control agreements. For further discussion regarding change in control, see “Payment Upon Change in Control” below.

At our discretion, we may enter into severance arrangements or arrangements for an executive officer’s service following termination of employment. Such arrangements may include continued vesting of equity awards that would otherwise be forfeited, as well as provisions restricting competitive activities following termination and a release of any claims.

In connection with John Sznewajs’ conclusion of service as our Vice President, Chief Financial Officer, we entered into a severance and release agreement, dated as of May 31, 2023 and amended and restated as of December 31, 2023 (the “Sznewajs Agreement”). The Sznewajs Agreement provides that Mr. Sznewajs is eligible to receive (i) 2023 annual cash bonus payment, pro-rated based on his departure date; (ii) a cash payment equivalent to his target 2023 annual RSU grant, pro-rated based on his departure date, subject to actual performance, and such payment to be paid out in February 2024; (iii) a share award under each of the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP, pro-rated based on his departure date; (iv) an extension of the exercise period for his outstanding stock options, from 30 days from his departure date to 90 days from his departure date; and (v) accelerated vesting of 2,644 unvested shares of restricted stock he holds.

 

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 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

OUR ANNUAL COMPENSATION REVIEW PROCESS

We review and make decisions regarding the amount of eligible annual restricted stock units, cash bonus payments and LTIP PRSU grants early in the applicable performance period. We believe that considering these elements of compensation together with our stock option grants gives us a strong foundation for establishing our performance criteria and opportunity levels for the performance period. This approach enables our Compensation Committee to holistically consider our executive officers’ compensation mix and to consider the inputs gathered through our annual talent management review.

Annual Management Talent Review and Development Process

Our annual management talent review and development process is used by our Compensation Committee and our CEO in making compensation decisions and for succession planning purposes. As part of this process, our CEO provides our Compensation Committee with an assessment of each executive who reports to him. The assessment includes an evaluation of each executive’s performance, development, progress and potential for advancement, and considers market demand for the executive’s skill set. Our Compensation Committee also receives information, analyses and recommendations from our Vice President, Chief Human Resource Officer. While our Compensation Committee gives significant weight to the evaluations by our CEO, the final determination of compensation to be paid to our executive officers, including our CEO, rests solely with our Compensation Committee. Our CEO and other executive officers are not present during discussions related to their own compensation decisions.

Our Peer Group

Given the many and diverse businesses we operate, the composition of an appropriate peer group is challenging. Our Compensation Committee annually considers the composition of our peer group and believes that our current peer group reflects the companies we compete with for executive talent and that have a range of annual revenues and business and operational characteristics similar to ours. Our current peer group is as follows:

 

 

Dover Corporation

   PPG Industries, Inc.
 

Fortive Corp.

   RPM International Inc.
 

Fortune Brands Innovations, Inc.

   Snap-on Incorporated
 

Illinois Tool Works Inc.

   Stanley Black & Decker, Inc.
 

Leggett & Platt, Incorporated

   The Sherwin-Williams Company
 

Mohawk Industries, Inc.

   Trane Technologies plc
 

Newell Rubbermaid Inc.

   Whirlpool Corporation
 

Owens Corning

   Xylem Inc.
 

Pentair plc

  

Compensation Data Considered by our Compensation Committee

Pay-for-Performance Alignment

Our Compensation Committee reviews the overall pay-for-performance alignment of our CEO’s compensation compared to our peer group over a three-year period. During 2023, our Compensation Committee reviewed data showing that our total shareholder return was at the 29th percentile of our peers for the three-year period ended December 31, 2022. Our CEO’s realizable compensation was at the 41st percentile of our peer group during this three-year period. We defined realizable compensation as the sum of salary, actual cash bonus payments and the value of equity awards based on our stock price as of December 31, 2022. Based on its analysis, the Compensation Committee believes there is alignment between our CEO’s realizable compensation and our total shareholder return.

 

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PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

Market Data

We believe understanding market data allows us to attract and retain the talent we need, while enabling us to manage our compensation expense. Our Compensation Committee reviews compensation for each of our executive officers with AonHewitt’s, Mercer’s and WTW’s published compensation surveys and, secondarily, with compensation information disclosed in the proxy statements of our peer group. When we achieve targeted levels of performance, our executive compensation program seeks to provide total target compensation (base salary, target annual bonus and the target value of long-term incentives) at approximately the median compensation level provided to executives in comparable positions at these companies. While our Compensation Committee generally targets total compensation for each executive officer at the median, it considers other factors, such as performance, the officer’s roles and responsibilities and the length of time the officer has served in the current position.

Tally Sheets

Finally, our Compensation Committee reviews a tally sheet that summarizes the various components of total compensation for our executive officers and other members of management. The tally sheet includes base salary, salary earned, annual equity award and cash bonus payment, LTIP payout, stock options, dividends on unvested restricted stock, and our costs for perquisites and other benefits, including the annual costs under retirement plans. The tally sheet allows our Compensation Committee to compare an executive officer’s compensation with the compensation of our other executive officers as part of its consideration of internal and external pay competitiveness. Amounts actually realized by an executive officer from prior equity grants are not necessarily a factor in establishing current compensation, although, the current value of outstanding equity awards may be considered by our Compensation Committee when assessing pay competitiveness.

Retention of Discretion by our Compensation Committee

Our approach to executive compensation emphasizes corporate rather than individual performance, reflecting our operating strategy that encourages collaboration and cooperation among our businesses and corporate functions. We believe that the effectiveness of our executive compensation programs requires not only objective, formula-based arrangements but also the exercise of discretion and sound business judgment by our Compensation Committee. Accordingly, our Compensation Committee retains discretion to adjust the mix of cash and equity compensation, adjust the mix of restricted stock units and stock options awarded and offer different forms of equity-based compensation.

In addition to granting restricted stock units based on prior year performance, our Compensation Committee also has the discretion to award time-based restricted stock units to our executive officers, other than our CEO, if it determines that an executive officer has made outstanding individual contributions during the prior year. The total value of these awards cannot exceed 20% of the combined annual base salaries of the executive officers (excluding the salary of our CEO). No discretionary awards were made in 2023.

Outside Compensation Consultant

Our Compensation Committee has engaged Semler Brossy as its compensation consultant. Semler Brossy was chosen by our Compensation Committee based on its deep experience in the area of executive compensation and its creative and proactive approach in analyzing executive compensation practices and programs. During 2023, Semler Brossy attended Compensation Committee meetings, met with our Compensation Committee in executive sessions without our executive officers or other members of management, and met individually with our Compensation Committee members and our Compensation Committee Chair. Semler Brossy advised our Compensation Committee on its overall implementation of our compensation objectives, on our peer group, on director compensation practices and on the compensation for our executive officers, including performing a competitive analysis of CEO and CFO pay

 

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 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

levels within our peer group, as well as for similarly situated companies outside of that group. After considering the factors promulgated by the SEC for assessing the independence of its advisers, our Compensation Committee has determined that the work of Semler Brossy has not raised any conflict of interest.

TAX TREATMENT

Pursuant to the Tax Cuts and Jobs Act, compensation in excess of $1 million paid to our executive officers generally will not be deductible unless the compensation qualifies for certain transition relief.

ACCOUNTING CONSIDERATIONS

Our Compensation Committee considers the accounting treatment of various elements of our executive compensation program. We issue stock-based incentives in various forms to our executive officers. Outstanding stock-based incentives were in the form of restricted stock units, performance restricted stock units, stock options, restricted stock awards, phantom restricted stock units, phantom performance restricted stock units and stock appreciation rights. We follow the FASB ASC Topic 718 for our stock-based compensation awards. We measure compensation expense for restricted stock units and restricted stock awards at the market price of our common stock at the grant date. We measure compensation expense for performance restricted stock units and phantom performance restricted stock units at the expected payout of the awards. We measure compensation expense for stock options using a Black-Scholes option pricing model. We initially measure compensation expense for phantom restricted stock units at the market price of our common stock at the grant date and we remeasure and adjust at the end of each reporting period until the awards are fully vested. We initially measure compensation expense for stock appreciation rights using a Black-Scholes option pricing model at the grant date and we remeasure and adjust at the end of each reporting period until the stock appreciation rights are exercised or expire.

 

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PART II - COMPENSATION DISCUSSION AND ANALYSIS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

COMPENSATION COMMITTEE REPORT

The Compensation and Talent Committee, which is responsible for overseeing the Company’s executive compensation programs, has reviewed and discussed the Compensation Discussion and Analysis with management. Based on our review and discussion, the Compensation and Talent Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Masco Corporation’s proxy statement.

Compensation Committee

Christopher A. O’Herlihy, Chair

Mark R. Alexander

Marie A. Ffolkes

Donald R. Parfet

Charles K. Stevens

 

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MASCO 2024 

 

 

 

 PART II - COMPENSATION DISCUSSION AND ANALYSIS

 

 

PROPOSAL 2: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are seeking your advisory vote approving the compensation paid to our named executive officers. We believe the structure of our executive compensation programs, as described in the Compensation Discussion and Analysis in this Proxy Statement, promotes the long-term interests of our shareholders by attracting and retaining talented executives and motivating them to achieve our strategic business objectives and drive long-term value for our shareholders.

At our 2023 Annual Meeting, we submitted a non-binding advisory proposal to our shareholders to approve the compensation paid to our executive officers (a “say-on-pay proposal”). Approximately 92% of the votes cast on our say-on-pay proposal approved the compensation paid to our executive officers. We believe that this strong approval resulted from our continued focus on pay-for-performance.

Our Board recommends a vote FOR the following resolution providing an advisory approval of the compensation paid to our named executive officers:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in this proxy statement, is hereby approved.

Although the vote on this proposal is advisory and non-binding, our Compensation Committee and our Board will review and consider the result of the vote when making future determinations regarding our executive compensation programs. We will hold the next advisory vote on compensation of our named executive officers in 2025.

The affirmative vote of a majority of the votes cast by shares entitled to vote thereon is required for the approval of the foregoing resolution. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the outcome of the vote on this proposal.

 

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PART III - COMPENSATION OF EXECUTIVE OFFICERS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

COMPENSATION OF EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

The following table reports compensation earned during the years indicated by Keith Allman, our principal executive officer, Richard Westenberg, our principal financial officer, Imran Ahmad, Jai Shah, Kenneth Cole, our three other most highly compensated executive officers in 2023, John Sznewajs, our former Vice President, Chief Financial Officer and David Chaika, who served as our Interim Chief Financial Officer for a portion of 2023. We refer to the individuals listed in the table collectively as our “executive officers.”

2023 SUMMARY COMPENSATION TABLE

 

                 

 Name and

 Principal

 Position

Year

(e)

Salary
($)

(f)

Bonus ($)

(g)

Stock

Awards ($)

(h)

Option/SAR

Awards ($)

(i)

Non-Equity

Incentive

Plan

Compensation
($)

(j)

Change in

Pension Value

and Non-

Qualified

Deferred

Compensation

Earnings ($)

(k)

All Other

Compensation
($)

(l)

Total ($)
                 

Keith J. Allman

President and Chief Executive Officer

2023

1,274,354

5,876,604

2,442,978

2,658,900

8,768

214,777

12,476,381

2022

1,274,354

2,443,149

2,442,962

100,763

6,261,228

2021

1,274,354

6,043,341

2,230,172

3,268,700

594,207

13,410,774

                 

Richard J. Westenberg

Vice President, Chief Financial Officer (a)

2023

153,366

380,000

1,999,962

3,164

2,536,492

                 

Imran Ahmad

Group President (b)

2023

442,318

902,297

374,919

521,600

451,435

2,692,569

                 

Jai Shah

Group President

2023

609,596

1,092,755

443,916

642,100

2,920

81,268

2,872,555

2022

587,256

430,070

429,861

29,300

1,476,487

2021

565,344

1,159,015

405,560

753,500

137,874

3,021,293

                 

Kenneth G. Cole

Vice President, General Counsel and Secretary

2023

569,530

944,128

344,310

567,400

78,062

2,503,430

2022

525,081

332,100

331,925

30,500

1,219,606

2021

507,036

890,184

322,271

567,600

128,532

2,415,623

                 

John G. Sznewajs

Former Vice President, Chief Financial Officer (c)

2023

332,994

732,050

766,100

295,097

12,467

2,138,708

2022

795,442

698,517

698,743

20,500

2,213,202

2021

769,190

1,556,085

559,891

995,800

191,953

4,072,919

                 

David A. Chaika

Former Interim Chief Financial Officer (d)

2023

319,322

380,928

155,075

224,200

38,319

1,117,844

Row (a): Richard Westenberg’s service as our Vice President, Chief Financial Officer commenced on October 16, 2023.

Row (b): Imran Ahmad’s service as our Group President commenced on February 13, 2023.

Row (c): John Sznewajs’ service as our Vice President, Chief Financial Officer concluded upon his retirement on May 31, 2023.

 

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Row (d): David Chaika served as our Interim Chief Financial Officer from June 1, 2023 to October 15, 2023. Mr. Chaika’s compensation did not change in connection with his appointment as our Interim Chief Financial Officer or upon his conclusion of service as such.

Year (column e): Information is only provided for the year(s) in which the individual served as an executive officer of our Company.

Salary (column f): Salary includes amounts voluntarily deferred by each executive officer as salary reductions under our 401(k) Savings Plan.

Bonus (column g): This column reports cash and non-cash bonuses awarded outside of our incentive compensation programs. In 2023, Richard Westenberg was awarded a $950,000 cash sign-on bonus in connection with his appointment as our Vice President, Chief Financial Officer, effective October 16, 2023, of which $380,000 was paid in 2023.

Stock Awards (column h): This column reports grants of restricted stock units for the applicable performance year, grants of PRSUs made in 2023 under our LTIP and any other grants of stock, if applicable, as follows:

2023 STOCK AWARDS

 

       
 Name Restricted Stock
Units Granted Under
Our 2023 Annual
Performance Program
($)
Performance-Based
Restricted Stock
Units Granted Under
Our 2023-2025 LTIP
($)
Other Grants of
Restricted Stock Units
($)
  Total ($)     
       

Keith J. Allman

3,398,282

2,478,322

5,876,604

       

Richard J. Westenberg

1,999,962

1,999,962

       

Imran Ahmad

521,631

380,666

902,297

       

Jai Shah

642,345

450,410

1,092,755

       

Kenneth G. Cole

567,722

376,407

944,128

       

John G. Sznewajs

732,050

732,050

       

David A. Chaika

223,870

157,058

380,928

 

 

The amounts reflected in the Restricted Stock Units Granted Under Our 2023 Annual Performance Program column above and in the Stock Awards column (h) of the Summary Compensation Table are the estimated grant date fair value of the award opportunity for the applicable performance year, even though the award is not granted until the following year. Although the SEC rules require the estimated fair value to be based on the probable outcome of the performance or service award at the grant date, the Stock Awards column (h) reflects the actual awards for the 2023, 2022 and 2021 performance year, as applicable, since the grant date for the award occurred when the award was actually determined in early 2024, 2023 and 2022, respectively. The threshold, target and maximum dollar values applicable to 2023 performance are reported in the 2023 Grants of Plan-Based Awards Table below. Our executive officers realize the value of awards upon vesting, when the shares are issued. RSUs vest in three equal installments over a three-year vesting period following the grant date.

 

 

The amounts reflected in the Performance-Based Restricted Stock Units Granted Under Our 2023-2025 LTIP column above and in the Stock Awards column (h) of the Summary Compensation Table are based upon the number of PRSUs granted on February 24, 2023 under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The value of the award assuming that the maximum goal under our LTIP is achieved or exceeded, is: $4,956,644 for Keith Allman; $761,332 for Imran Ahmad; $900,820 for Jai Shah; $752,814 for Kenneth Cole; $1,464,100 for John Sznewajs; and $314,116 for David Chaika. The actual number of shares of stock awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Mr. Westenberg did not participate in the 2023-2025 LTIP. Mr. Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024.

 

 

The amount reflected in the Other Grants of Restricted Stock Units column above and in the Stock Awards column (h) of the Summary Compensation Table is an initial grant of RSUs to Richard Westenberg in connection with his

 

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PART III - COMPENSATION OF EXECUTIVE OFFICERS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

 

appointment as our Vice President, Chief Financial Officer. We valued the RSUs at $52.52 per share, the closing price of our stock on October 16, 2023, the grant date. The RSUs vest in three equal installments over a three-year vesting period following the grant date.

Option/SAR Awards (column i): This column reports the aggregate grant date fair value of the award, calculated in accordance with accounting guidance. In determining the grant date fair value, we used the same assumptions that can be found in the notes to our financial statements included in our Annual Report on Form 10-K for the corresponding year. These amounts do not correspond to the actual value the executive officer will realize, which will depend on overall market conditions, the future performance of our common stock and the timing of exercise of the option/SAR.

Non-Equity Plan Incentive Compensation (column j): The amounts reported in this column reflect the annual performance-based cash bonuses that were earned for the year indicated, based on the achievement of performance targets as described in the CD&A above. 

Change in Pension Value & Nonqualified Deferred Compensation Earnings (column k): This column reports changes in the sum of year-end pension values, which reflect actuarial factors and variations in interest rates used to calculate present values. Increases in pension values do not represent increased benefit accruals, since benefits in our domestic defined benefit plans were frozen effective January 1, 2010. These values were obtained by comparing the present value of accumulated benefits for December 31 of the year indicated (shown for 2023 in the “2023 Pension Plan Table”) to the comparable amount for the prior year. We calculated the pension values for each of 2023, 2022 and 2021, as applicable, using the same assumptions that can be found in the notes to our financial statements included in our Annual Report on Form 10-K for the corresponding years. The 2023 Summary Compensation Table shows no increases for 2022 and 2021, since all values decreased due to the effect of rising interest rate assumptions used in the calculations.

All Other Compensation (column l): We provided our executive officers with the following other benefits in 2023:

2023 ALL OTHER COMPENSATION

 

         
 Name Profit Sharing and   
401(k) Matching   
Contributions ($)   
Financial   
Planning   
Expense ($)   
Personal Use   
of Company   
Aircraft ($)   
Relocation   
Benefits ($)   
Total ($)   
         

 Keith J. Allman

124,448

10,000

80,329

214,777

         

 Richard J. Westenberg

3,164

3,164

         

 Imran Ahmad

72,864

10,000

368,571

451,435

         

 Jai Shah

71,268

10,000

81,268

         

 Kenneth G. Cole

68,062

10,000

78,062

         

 John G. Sznewajs

2,467

10,000

12,467

         

 David A. Chaika

38,319

38,319

 

 

The amounts reflected in the Profit Sharing and 401(k) Matching Contributions column include contributions under the 401(k) Savings Plan and the portions of the Benefit Restoration Plan applicable to that plan.

 

 

In connection with his appointment as our Group President in February 2023, Imran Ahmad was provided with a relocation benefit that included reimbursement for certain moving expenses and incidental costs related to his relocation.

GRANTS OF PLAN-BASED AWARDS

The following table provides information about:

 

   

the potential payouts available to our eligible executive officers under our 2023 annual performance-based cash bonus and restricted stock unit award opportunity;

 

   

the potential payouts available to our eligible executive officers under our 2023-2025 LTIP;

 

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the grants of PRSUs we made in 2023 under our 2023-2025 LTIP;

 

   

other grants of RSUs we made in 2023; and

 

   

the grants of stock options/SAR we made in 2023.

Our CD&A above describes our annual performance-based cash bonus and restricted stock unit award opportunities, performance targets, our LTIP and grants of stock options/SAR.

2023 GRANTS OF PLAN-BASED AWARDS

 

               
 

 

 

Grant

Date

 

Estimated Future

Payouts Under

Non-Equity Incentive

Plan Awards

 

Estimated Future

Payouts Under

Equity Incentive

Plan Awards

 

Estimated Future

Payouts Under

Equity Incentive

Plan Awards

  All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(a) (#)
 

All Other

Option/
SAR

Awards:

Number of

Securities

Underlying

Options/
SAR

(b) (#)

 

Exercise

or Base

Price of
Option/
SAR

Awards

($ Per
Share)

 

Grant

Date

Fair
Value

of Stock

and

Option/
SAR

Awards

($)

(c)

 

Threshold

($)

 

Target

($)

 

Maximum

($)

 

Threshold

(#)

 

Target

(#)

 

Maximum

(#)

 

Threshold

($)

 

Target

($)

 

Maximum

($)

                             

Keith J. Allman

 

N/A-1

 

382,306

 

1,911,530

 

3,823,060

                         
 

2/24/2023

       

 

46,550

 

93,100

       

46,550

       

2,478,322

 

N/A-2

               

488,587

 

2,442,935

 

4,885,870

           
 

2/13/2023

                         

144,460

 

56.56

 

2,442,978

                           

Richard J. Westenberg

 

10/16/2023

                     

38,080

       

1,999,962

                           

Imran Ahmad

 

N/A-1

 

75,000

 

375,000

 

750,000

                         
 

2/24/2023

       

 

7,150

 

14,300

       

7,150

       

380,666

 

N/A-2

               

75,000

 

375,000

 

750,000

           
 

2/13/2023

                         

22,170

 

56.56

 

374,919

                           

Jai Shah

 

N/A-1

 

92,325

 

461,627

 

923,254

                         
 

2/24/2023

       

 

8,460

 

16,920

       

8,460

       

450,410

 

N/A-2

               

88,774

 

443,872

 

887,744

           
 

2/13/2023

                         

26,250

 

56.56

 

443,916

                           

Kenneth G. Cole

 

N/A-1

 

81,586

 

407,930

 

815,860

                         
 

2/24/2023

       

 

7,070

 

14,140

       

7,070

       

376,407

 

N/A-2

               

74,169

 

370,844

 

741,688

           
 

2/13/2023

                         

20,360

 

56.56

 

344,310

                           

John G. Sznewajs

 

N/A-1

 

120,248

 

601,238

 

1,202,476

                         
 

2/24/2023

       

 

13,750

 

27,500

       

13,750

       

732,050

 

N/A-2

               

144,297

 

721,486

 

1,442,972

           
                           

David A. Chaika

 

N/A-1

 

32,242

 

161,210

 

322,420

                         
 

2/24/2023

       

 

2,950

 

5,900

       

2,950

       

157,058

 

N/A-2

               

31,002

 

155,009

 

310,018

           
 

2/13/2023

                         

9,170

 

56.56

 

155,075

Estimated Future Payouts Under Non-Equity Incentive Plan Awards: The amounts that correspond to grant date “N/A-1” reflect the threshold, target, and maximum opportunities under our 2023 annual performance-based cash bonus program described in our CD&A. The resulting cash bonus payments were made in February 2024 and are reported in the 2023 Summary Compensation Table above.

Estimated Future Payouts Under Equity Incentive Plan Awards:

 

 

The amounts that correspond to grant date “02/24/2023” reflect the threshold, target, and maximum opportunities under our LTIP relating to the 2023-2025 performance period. On February 24, 2023, our executive officers received grants of PRSUs under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The actual number of shares awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Richard Westenberg did not participate in our LTIP relating to the 2023-2025 performance period. John Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024.

 

45


 

PART III - COMPENSATION OF EXECUTIVE OFFICERS  

 

 

 

 

 

 

 MASCO 2024

 

 

 

 

 

 

The amounts that correspond to grant date “N/A-2” reflect the threshold, target and maximum opportunities for the equity portion of our 2023 annual performance program described in our CD&A. The resulting awards of RSUs were made in February 2024 and are reported in the 2023 Summary Compensation Table above. Richard Westenberg did not participate in our 2023 annual performance program. John Sznewajs’s award was pro-rated based on the portion of 2023 he served as an executive officer.

All Other Stock Awards (column a): The amount that corresponds to grant date “10/16/2023” for Richard Westenberg reflects an initial grant of RSUs made to Mr. Westenberg in connection with his appointment as our Vice President, Chief Financial Officer.

All Other Option/SAR Awards (column b): These amounts reflect the number of stock options, and, in the case of Imran Ahmad, SAR, granted to each executive officer on February 13, 2023. The stock options/SAR granted vest in three equal installments over a three-year period and remain exercisable until ten years from the date of grant.

Grant Date Fair Value of Stock and Option/SAR Awards (column c):

 

 

The amounts that correspond to grant date “02/24/2023” are based upon the number of PRSUs granted on February 24, 2023 under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The actual number of shares awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Richard Westenberg did not participate in our 2023-2025 LTIP. John Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024.

 

 

The amounts that correspond to grant date “2/13/2023” reflect the grant date fair value of the stock option, and, in the case of Imran Ahmad, SAR, award on February 13, 2023, which is determined in accordance with accounting guidance. Richard Westenberg did not receive a grant of stock options or SAR in 2023. Regardless of the value placed on a stock option/SAR on the grant date, the actual value of the option will depend on the market value of our common stock at a future date when the option/SAR is exercised.

 

 

The amount that corresponds to grant date “10/16/2023” reflects the grant date fair value of the RSU award made to Richard Westenberg on October 16, 2023 in connection with his appointment as our Vice President, Chief Financial Officer.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

We make equity grants pursuant to our 2014 Long Term Stock Incentive Plan. The following table shows, for each executive officer as of December 31, 2023:

 

 

each vested and unvested stock options/SAR outstanding;

 

 

the aggregate number of unvested shares, RSUs and phantom RSUs;

 

 

the market value of unvested shares, RSUs and phantom RSUs based on the closing price of our common stock on December 31, 2023, which was $66.98 per share;

 

 

the aggregate number of PRSUs and phantom PRSUs granted under our 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP; and

 

 

the market value of those PRSUs and phantom PRSUs based on the closing price of our common stock on December 31, 2023.

Our executive officers have sole voting, but no investment power, over unvested restricted stock awards and have neither voting nor investment power over unvested restricted stock units or unexercised stock options.The value each executive officer will realize when the shares, RSUs or phantom RSUs vest will depend on the value of our common stock on the vesting date.

 

46


 

MASCO 2024 

 

 

 

 PART III - COMPENSATION OF EXECUTIVE OFFICERS

 

 

2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

 
 

 

  Option/SAR Awards   Stock Awards
             
 Name  

Original
 Grant Date 

(a)

 

Number of

Securities

Underlying

 Unexercised 

Options/SAR

Exercisable
(#)

 

Number of

Securities

Underlying

Unexercised

Options/SAR

 Unexercisable 
(#)

 

Option/
SAR

 Exercise 

Price ($)

 

Option/
SAR

 Expiration 

Date

 

 Number of 

Shares or

Units of

Stock

That Have

Not

Vested (#)

(b)

 

 Market Value 

of Shares or

Units of

Stock

That Have

Not

Vested ($)

 

Equity
Incentive
Plan
Awards:
Number
of
 Unearned 
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

(c)

  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
 Unearned 
Shares,
Units or
Other
Rights
that Have
Not
Vested ($)
             

Keith J. Allman

                    78,166   5,235,559   132,820   8,896,284
  02/10/2016   206,250     25.51   02/10/2026              
  02/10/2017   173,250     33.75   02/10/2027              
  02/09/2018   133,464     42.13   02/09/2028              
  02/07/2019   136,344   45,448   35.52   02/07/2029              
  02/11/2020   193,260     47.53   02/11/2030              
  02/09/2021