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2022 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2022 Proxy Statement Summary
Table of Contents
Corporate Governance
Director and Director Nominees
Director Nominees for Class I (Term Expiring at Annual Meeting in 2025)
Class II Directors (Term Expiring at the Annual Meeting in 2023)
Class III Directors (Term Expiring at the Annual Meeting in 2024)
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2021
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control
Payment Upon Retirement, Termination, Disability or Death
CEO Pay Ratio
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
General Information
2022 Annual Meeting of Stockholders
2023 Annual Meeting of Stockholders
Other Matters
Meet the Board
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2022 Proxy Statement
Masco Corporation
2021 Annual Report
2022 Proxy Statement
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Page 3 of 69
2022 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2022 Proxy Statement Summary
Table of Contents
Corporate Governance
Director and Director Nominees
Director Nominees for Class I (Term Expiring at Annual Meeting in 2025)
Class II Directors (Term Expiring at the Annual Meeting in 2023)
Class III Directors (Term Expiring at the Annual Meeting in 2024)
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2021
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control
Payment Upon Retirement, Termination, Disability or Death
CEO Pay Ratio
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
General Information
2022 Annual Meeting of Stockholders
2023 Annual Meeting of Stockholders
Other Matters
Meet the Board
2022 Proxy Statement
2022 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2022 Proxy Statement Summary
Table of Contents
Corporate Governance
Corporate Governance
Director and Director Nominees
Director Nominees for Class I (Term Expiring at Annual Meeting in 2025)
Class II Directors (Term Expiring at the Annual Meeting in 2023)
Class III Directors (Term Expiring at the Annual Meeting in 2024)
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2021
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control
Payment Upon Retirement, Termination, Disability or Death
CEO Pay Ratio
Audit Matters
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
General Information
General Information
2022 Annual Meeting of Stockholders
2023 Annual Meeting of Stockholders
Other Matters
Meet the Board
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