Masco Corporation 2024 Proxy Statement

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

Committees:

Marie A. Ffolkes

Age: 52

Director Since: 2017

Independent

Director Class: III*

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

Committees:

Jonathon J. Nudi

Age: 53

Director Since: 2023

Independent

Director Class: I*

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

Committees:

Christopher A. O’Herlihy

Age: 60

Director Since: 2013

Independent

Director Class: II*

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

Committees:

Compensation and Talent (Chair)

Donald R. Parfet

Age: 71

Director Since: 2012

Independent

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: 65

Director Since: 2006

Independent

Director Class: I*

Position:
Independent Chair of our Board, since 2021

John C. Plant

Age: 70

Director Since: 2012

Independent

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:

Sandeep Reddy

Age: 53

Director Since: 2023

Independent

Director Class: I*

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

Committees:

Charles K. Stevens, III

Age: 64

Director Since: 2018

Independent

Director Class: II*

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

Committees:

Audit (Chair)
Compensation and Talent

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Mark R. Alexander

Age: 59

Director Since: 2014

Independent

Director Class: III*

Board Committees:

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

RELEVANT SKILLS AND EXPERIENCE:

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

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Keith J. Allman

Age: 61

Director Since: 2014

Not Independent

Director Class: II*

Board Committees:

None

POSITION: Our President and Chief Executive Officer, since 2014

RELEVANT SKILLS AND EXPERIENCE:

Business Operations 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

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Aine L. Denari

Age: 51

Director Since: 2022

Independent

Director Class: II*

Board Committees:

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

RELEVANT SKILLS AND EXPERIENCE:

Business Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Marie A. Ffolkes

Age: 52

Director Since: 2017

Independent

Director Class: III*

Board Committees:

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 Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Jonathon J. Nudi

Age: 53

Director Since: 2023

Independent

Director Class: I*

Board Committees:

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

RELEVANT SKILLS AND EXPERIENCE:

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

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

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Christopher A. O’Herlihy

Age: 60

Director Since: 2013

Independent

Director Class: II*

Board Committees:

Compensation and Talent (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 Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Donald R. Parfet

Age: 71

Director Since: 2012

Independent

Director Class: I*

Board Committees:

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 Operations 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

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Lisa A. Payne

Age: 65

Director Since: 2006

Independent

Director Class: I*

Board Committees:

None

POSITION: Independent Chair of our Board, since 2021

RELEVANT SKILLS AND EXPERIENCE:

Business Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

John C. Plant

Age: 70

Director Since: 2012

Independent

Director Class: III*

Board Committees:

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 Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Sandeep Reddy

Age: 53

Director Since: 2023

Independent

Director Class: I*

Board Committees:

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

RELEVANT SKILLS AND EXPERIENCE:

Business Operations 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
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
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

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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Charles K. Stevens, III

Age: 64

Director Since: 2018

Independent

Director Class: II*

Board Committees:

Audit (Chair)
Compensation and Talent

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

RELEVANT SKILLS AND EXPERIENCE:

Business Operations 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)

* Director classes:

Class I Directors - Term expiring at our Annual Meeting in 2025
Class II Directors - Term expiring at our Annual Meeting in 2026
Class III Nominees - If elected, term will expire at our Annual Meeting in 2027

Business Operations and Leadership

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

Mark R. Alexander

Keith J. Allman

Aine L. Denari

Marie A. Ffolkes

Jonathon J. Nudi

Christopher A. O’Herlihy

Donald R. Parfet

Lisa A. Payne

John C. Plant

Sandeep Reddy

Charles K. Stevens, III

M&A

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

Aine L. Denari

Donald R. Parfet

Lisa A. Payne

John C. Plant

Risk Management

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

Donald R. Parfet

Lisa A. Payne

Sandeep Reddy

Charles K. Stevens, III

Finance and Accounting

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

Donald R. Parfet

Lisa A. Payne

John C. Plant

Sandeep Reddy

Charles K. Stevens, III

Product Innovation

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

Mark R. Alexander

Aine L. Denari

Jonathon J. Nudi

International Business

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

Mark R. Alexander

Marie A. Ffolkes

Jonathon J. Nudi

Christopher A. O’Herlihy

Sandeep Reddy

Charles K. Stevens, III

Manufacturing

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

Keith J. Allman

Marie A. Ffolkes

Christopher A. O’Herlihy

John C. Plant

Marketing and Brand Management

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

Mark R. Alexander

Keith J. Allman

Aine L. Denari

Jonathon J. Nudi

Talent Management

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

Keith J. Allman

Marie A. Ffolkes

Christopher A. O’Herlihy

Audit Committee

Charles K. Stevens, III
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

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.

Compensation and Talent Committee

Christopher A. O’Herlihy
Chair

Mark R. Alexander

Marie A. Ffolkes

Donald R. Parfet

Charles K. Stevens, III

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

Corporate Governance and Nominating Committee

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

[Return to Board Summary]

[Return to Document]

...Previous

Continue...

Company Home| Accessibility Features| Download PDF| Print| Help

WARNING: JavaScript is disabled. CLICK HERE for help.