Masco Corporation 2022 Proxy Statement

Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015

COMMITTEES:

Organization and Compensation Committee (Chair)

Donald R. Parfet

AGE: 69

Independent DIRECTOR SINCE: 2012

DIRECTOR CLASS: I*

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

COMMITTEES:

Lisa A. Payne

AGE: 63

Independent DIRECTOR SINCE: 2006

DIRECTOR CLASS: I*

POSITION:

The Chair of our Board
Former Vice Chair and Chief Financial Officer of Taubman Centers, Inc., a real estate investment trust

COMMITTEES:

Corporate Governance and Nominating Committee (Chair)

John C. Plant

AGE: 68

Independent DIRECTOR SINCE: 2012

DIRECTOR CLASS: III*

POSITION:

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

COMMITTEES:

Charles K. Stevens, III

AGE: 62

Independent DIRECTOR SINCE: 2018

DIRECTOR CLASS: II*

POSITION:

Retired Executive Vice President and Chief Financial Officer of General Motors Company, a global automotive company

COMMITTEES:

Audit Committee (Chair)

Reginald M. Turner

AGE: 62

Independent DIRECTOR SINCE: 2015

DIRECTOR CLASS: I*

POSITION:

Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based law firm, since 2000, and currently serves on its Executive Committee

COMMITTEES:

* Director classes:

Class I Nominees - Term Expiring at the 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

Mark R. Alexander

AGE: 57

Independent DIRECTOR SINCE: 2014

DIRECTOR CLASS: III*

POSITION:

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

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

Through his experience as a current CEO and as the former President of Campbell Soup Company’s largest division, Mr. Alexander brings to our Board strong leadership skills and experience in developing and executing business growth strategies, including through innovation and mergers and acquisitions. His past business responsibilities include investing in brand-building, innovation and expanded distribution, which correspond to areas of focus at our business operations. His extensive international experience with consumer branded products and his background in marketing and customer relations also provide our Board with expertise and insight as we leverage our consumer brands in the global market.

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

* Director classes:

Class I Nominees - Term Expiring at the 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

Keith J. Allman

AGE: 59

DIRECTOR SINCE: 2014

DIRECTOR CLASS: II*

POSITION:

Our President and Chief Executive Officer, since 2014

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

Mr. Allman brings to our Board strong business leadership skills, hands-on operational experience with our businesses and valuable insight into our Company’s culture. He played an integral role in developing our strategies to strengthen our brands, innovation and service and improve our execution, which has helped to provide the foundation for the current direction of our Company. His key leadership positions within our Company have given him deep knowledge of all aspects of our business, and he possesses a significant understanding of, and experience with, complex operations as well as company-specific customer expertise.

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)
Director of Oshkosh Corporation

* Director classes:

Class I Nominees - Term Expiring at the 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

Marie A. Ffolkes

AGE: 50

Independent DIRECTOR SINCE: 2017

DIRECTOR CLASS: III*

POSITION:

Former Chief Executive Officer, TriMark USA, LLC, a provider of design services, equipment and supplies to the food service industry

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

Through her experience as a CEO and as the former President, Industrial Gases, Americas for Air Products & Chemicals, Inc., Ms. Ffolkes brings to our Board extensive experience in developing and leading strategy implementation and driving profitability. Ms. Ffolkes’ strong leadership experience allows her to provide valuable contributions and perspectives to our Board in areas important to our performance including operations, finance, international markets, marketing and personnel.

BUSINESS EXPERIENCE:

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)
Director of National Association of Manufacturers

* Director classes:

Class I Nominees - Term Expiring at the 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

Christopher A. O'Herlihy

AGE: 58

Independent DIRECTOR SINCE: 2013

DIRECTOR CLASS: II*

POSITION:

Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015

COMMITTEES:

Organization and Compensation Committee (Chair)

RELEVANT SKILLS AND EXPERIENCE:

Mr. O’Herlihy joined Illinois Tool Works Inc. in 1989. In his over 30 years with Illinois Tool Works, he has held several executive positions through which he has acquired extensive knowledge and experience in all aspects of business, including business strategy, international business operations, mergers and acquisitions, emerging markets, financial performance and structure, legal matters, human resources and talent management. His current responsibilities include developing and executing that company’s overall corporate growth strategy. He brings to our Board strategic insight and understanding of complex business and manufacturing operations, as well as a valuable perspective on developing innovative products, gained through his experience with a multi-billion dollar diversified global organization.

BUSINESS EXPERIENCE:

Illinois Tool Works Inc.:
- 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 over 30 years, served in various positions of increasing responsibility, including as Group President of the Polymers and Fluids Group

* Director classes:

Class I Nominees - Term Expiring at the 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

Donald R. Parfet

AGE: 69

Independent DIRECTOR SINCE: 2012

DIRECTOR CLASS: I*

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

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

As an executive with responsibilities for numerous global businesses, Mr. Parfet brings extensive financial and operating experience to our Board, particularly in areas of financial and corporate staff management and senior operational practices for multiple global business units. His experience in business development and venture capital firms provides our Board with a valued perspective on growth and strategy. He is also experienced in leading strategic planning, risk assessment, human capital management and financial planning and controls. His global operating experience, strong financial background and proven leadership capabilities are especially important to our Board’s consideration of product and geographic expansion and business development opportunities.

BUSINESS EXPERIENCE:

Chair of the Board of Kelly Services, Inc. and Lead Independent Director of Rockwell Automation, Inc.
Chair of the Board of Sierra Oncology, Inc. (2017-2019)
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
Director and trustee of a number of charitable and civic organizations

* Director classes:

Class I Nominees - Term Expiring at the 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

Lisa A. Payne

AGE: 63

Independent DIRECTOR SINCE: 2006

DIRECTOR CLASS: I*

POSITION:

The Chair of our Board
Former Vice Chair and Chief Financial Officer of Taubman Centers, Inc., a real estate investment trust

COMMITTEES:

Corporate Governance and Nominating Committee (Chair)

RELEVANT SKILLS AND EXPERIENCE:

Ms. Payne provides leadership and executive management experience to our Board. She also possesses substantial financial, accounting and corporate finance expertise gained through her experience as Chief Financial Officer of Taubman Centers and as an investment banker. Her financial focus and proficiency helped guide Taubman Centers through the economic recession and increase shareholder value. She brings to our Board an understanding of growth strategy. In addition, Ms. Payne’s extensive experience in real estate investment, development and acquisition gives her an informed and thorough understanding of macroeconomic factors that may impact our business.

BUSINESS EXPERIENCE:

Director of Rockwell Automation, Inc.
Director of Leaf Home Solutions LLC, a privately-held provider of technology-enabled home solutions
Director of J.C. Penney Company (2016-2020)
Chair of the Board of Soave Enterprises, LLC, a privately held diversified management and investment company (2016-2017)
President of Soave Real Estate Group (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)

* Director classes:

Class I Nominees - Term Expiring at the 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

John C. Plant

AGE: 68

Independent DIRECTOR SINCE: 2012

DIRECTOR CLASS: III*

POSITION:

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

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

Based on his leadership positions with multi-billion dollar diversified global companies, Mr. Plant brings to our Board strategic insight and understanding of complex operations as well as a valuable perspective of international business. He understands how to manage a company through economic cycles and major transactions. He has a strong background in finance and extensive knowledge and experience in all aspects of business, including operations and manufacturing, business development matters, mergers and acquisitions, financial performance and structure, legal matters and human resources.

BUSINESS EXPERIENCE:

Director of Jabil Inc.
Chief Executive Officer (2019-2020) and Chair of the Board (2017-2020) of Arconic Inc.
Director of Gates Industrial Corporation plc (2017-2019)
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)
Director Emeritus of the Automotive Safety Council

* Director classes:

Class I Nominees - Term Expiring at the 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

Charles K. Stevens, III

AGE: 62

Independent DIRECTOR SINCE: 2018

DIRECTOR CLASS: II*

POSITION:

Retired Executive Vice President and Chief Financial Officer of General Motors Company, a global automotive company

COMMITTEES:

Audit Committee (Chair)

RELEVANT SKILLS AND EXPERIENCE:

Mr. Stevens joined General Motors Company in 1983 with the Buick Motor Division. In his over 30 years with General Motors Company, Mr. Stevens acquired significant leadership experience in financial and accounting operations. His extensive background and expertise provide to our management and Board a valuable understanding of finance, financial operations, international financial matters, risk evaluation and management, mergers and acquisitions and consumer goods. His past responsibilities include being a vital contributor to developing and executing business strategies to drive profitable growth, which benefit our Board as it oversees our strategy.

BUSINESS EXPERIENCE:

Director of Eastman Chemical Company, Flex, Ltd. and Tenneco Inc.
General Motors Company:
- Executive Vice President and Chief Financial Officer (2014-2018)
- Chief Financial Officer of GM North America (2010-2014)
- Interim Chief Financial Officer of GM South America (2011-2013)
- Chief Financial Officer of GM de Mexico (2008-2010)
- Chief Financial Officer of GM Canada (2006-2008)
- For more than 30 years, served in various positions of increasing responsibility, including several leadership positions with GM’s Asia Pacific region including China, Singapore, Indonesia and Thailand

* Director classes:

Class I Nominees - Term Expiring at the 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

Reginald M. Turner

AGE: 62

Independent DIRECTOR SINCE: 2015

DIRECTOR CLASS: I*

POSITION:

Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based law firm, since 2000, and currently serves on its Executive Committee

COMMITTEES:

RELEVANT SKILLS AND EXPERIENCE:

As an accomplished litigator and legal advisor with expertise in labor and employment law and government relations, Mr. Turner brings to our Board substantial insight in these areas. His background, coupled with his service as a director of a financial institution and a member of its enterprise risk committee, make him a valuable asset to our Board in the areas of risk management and finance. Mr. Turner has numerous and varied experiences in business, civic and charitable leadership roles, and his skills and insight benefit our Board as it considers issues of risk management, talent management, corporate governance and legal risk.

BUSINESS EXPERIENCE:

Director of Comerica Incorporated since 2005, where he currently serves on that board’s Enterprise Risk Committee, Audit Committee and Qualified Legal Compliance Committee
President of the American Bar Association (2021-2022)
Past President of the National Bar Association and past President of the State Bar of Michigan
Active in public service and with civic and charitable organizations, serving in leadership positions with the Detroit Public Safety Foundation, the Detroit Institute of Arts, and the Community Foundation for Southeast Michigan
Past Chair of the United Way for Southeastern Michigan

* Director classes:

Class I Nominees - Term Expiring at the 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

Audit Committee

Charles K. Stevens, III

Chair

Mark R. Alexander

John C. Plant

Reginald M. Turner

5 meetings in 2021

All members are independent and financially literate

Messrs. Alexander, Plant and Stevens qualify as “audit committee financial experts” 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 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 2021:

reviewed and approved our 2020 Form 10-K
reviewed our Form 10-Qs
discussed with management quarterly updates on our internal controls over financial reporting
reviewed with management quarterly updates on ethics hotline matters
discussed with management certain risk management practices, including employee health and welfare benefit matters and treasury matters
discussed with management our Ethics and Compliance Program, including Program goals, objectives and initiatives
reviewed the performance of our internal and independent auditors
reviewed and approved our independent auditor's 2022 integrated audit plan and service fees
reviewed and approved our 2022 internal audit annual operating plan

Organization and Compensation Committee

Christopher A. O'Herlihy

Chair

6 meetings in 2021

All members are independent

Our Compensation Committee is responsible for the following:

the oversight 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
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 2021:

reviewed and approved the incentive compensation paid to our executive officers for 2020 performance
reviewed with management a pay-for-performance analysis of our CEO’s compensation as compared to our peer group
established the 2021 performance goals for our 2021 Annual Incentive Program, which included the addition of an individual performance modifier for each executive officer, and 2021-2023 Long-Term Incentive Program
discussed with management an organization and talent update and our talent strategy
discussed with management our diversity, equity and inclusion strategy and initiatives, including our human capital management disclosure included in our 2021 Form 10-K
discussed with management and the Committee’s outside compensation consultant executive compensation trends
reviewed with management our 2021 stockholder engagement activities

Corporate Governance and Nominating Committee

Chair

5 meetings in 2021

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 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

Governance Committee key activities in 2021:

reviewed the results of our Board’s 2021 self-evaluation
engaged in board leadership succession planning, resulting in the Board’s selection of Lisa Payne as our new Board Chair as of May 2021 and new Chair assignments for each of our Board’s Committees
reviewed with management our 2021 stockholder engagement activities
reviewed and recommended an amendment to our bylaws to include a proxy access provision, which was adopted by our Board
engaged a third party firm, Spencer Stuart, to assist in a director candidate search process
discussed with management significant corporate governance trends
reviewed 2020 political contributions in accordance with our Political Contributions Policy

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