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2024 Proxy Statement
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Page 99 of 99
2024 Proxy Statement
A Letter from the Chair of Our BoardNotice of Annual Meeting of Stockholders2024 Proxy Statement SummaryTable of Contents
Corporate GovernanceDirector and Director Nominees- Director Skills Matrix- Director BiographiesBoard of DirectorsCommittees of our Board of DirectorsDirector Compensation ProgramRelated Person TransactionsProposal 1: Election of Class III Director Nominees
Compensation Discussion & AnalysisCompensation Program HighlightsCompensation Decisions in 2023Our Executive Compensation Program HighlightsOur Annual Compensation Review ProcessTax TreatmentAccounting ConsiderationsCompensation Committee ReportProposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive OfficersSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock VestedRetirement PlansPayment Upon Change in Control, Retirement, Termination, Disability or DeathCEO Pay RatioPay Versus Performance
Audit MattersAudit Committee ReportPricewaterhouseCoopers LLP FeesAudit Committee Pre-Approval Policies and ProceduresProposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial OwnershipOther ProposalsProposal 4: Approval of Our Masco Corporation 2024 Long Term Stock Incentive PlanProposal 5: Shareholder Proposal on Simple Majority Vote
General Information2024 Annual Meeting of Stockholders2025 Annual Meeting of StockholdersOther MattersAppendix - 2024 Long Term Stock Incentive Plan
Meet the Board 2024 Proxy Statement
2024 Proxy StatementA Letter from the Chair of Our BoardNotice of Annual Meeting of Stockholders2024 Proxy Statement SummaryTable of Contents
Corporate GovernanceCorporate GovernanceDirector and Director Nominees- Director Skills Matrix- Director BiographiesBoard of DirectorsCommittees of our Board of DirectorsDirector Compensation ProgramRelated Person TransactionsProposal 1: Election of Class III Director Nominees
Compensation Discussion & AnalysisCompensation Discussion & AnalysisCompensation Program HighlightsCompensation Decisions in 2023Our Executive Compensation Program HighlightsOur Annual Compensation Review ProcessTax TreatmentAccounting ConsiderationsCompensation Committee ReportProposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive OfficersCompensation of Executive OfficersSummary Compensation TableGrants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-EndOption Exercises and Stock VestedRetirement PlansPayment Upon Change in Control, Retirement, Termination, Disability or DeathCEO Pay RatioPay Versus Performance
Audit MattersAudit MattersAudit Committee ReportPricewaterhouseCoopers LLP FeesAudit Committee Pre-Approval Policies and ProceduresProposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial OwnershipExecutive Officers & Beneficial OwnershipExecutive OfficersSecurity Ownership of Management and Certain Beneficial Owners
Other ProposalsOther ProposalsProposal 4: Approval of Our Masco Corporation 2024 Long Term Stock Incentive PlanProposal 5: Shareholder Proposal on Simple Majority Vote
General InformationGeneral Information2024 Annual Meeting of Stockholders2025 Annual Meeting of StockholdersOther MattersAppendix - 2024 Long Term Stock Incentive Plan
Meet the Board |
Meet the Board Menu
Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Age: 59
Director Since: 2014
Independent
Director Class: III*
Position:
Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019
Committees:
Age: 51
Director Since: 2022
Independent
Director Class: II*
Position:
Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation, a manufacturer of marine products, since 2020
Committees:
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:
Age: 53
Director Since: 2023
Independent
Director Class: I*
Position:
Group President, Pet, International and North America Foodservice, General Mills Inc., since 2024
Committees:
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:
Age: 71
Director Since: 2012
Independent
Director Class: I*
Position:
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:
Age: 53
Director Since: 2023
Independent
Director Class: I*
Position:
Executive Vice President – Chief Financial Officer, Domino’s Pizza, Inc., since 2022
Committees:
Age: 64
Director Since: 2018
Independent
Director Class: II*
Position:
Retired Executive Vice President and Chief Financial Officer, General Motors Company
Committees:
* Director classes:
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 EXPERIENCE:
Campbell Soup Company:
* Director classes:
Keith J. Allman
Age: 61
Director Since: 2014
Not Independent
Director Class: II*
Board Committees:
POSITION: Our President and Chief Executive Officer, since 2014
RELEVANT SKILLS AND EXPERIENCE:
BUSINESS EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
MEMBERSHIPS IN OTHER ORGANIZATIONS:
* Director classes:
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 EXPERIENCE:
* Director classes:
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 EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
* Director classes:
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 EXPERIENCE:
MEMBERSHIPS IN OTHER ORGANIZATIONS:
* Director classes:
Christopher A. O’Herlihy
Age: 60
Director Since: 2013
Independent
Director Class: II*
Board Committees:
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 EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
* Director classes:
Donald R. Parfet
Age: 71
Director Since: 2012
Independent
Director Class: I*
Board Committees:
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
BUSINESS EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
MEMBERSHIPS IN OTHER ORGANIZATIONS:
* Director classes:
Lisa A. Payne
Age: 65
Director Since: 2006
Independent
Director Class: I*
Board Committees:
POSITION: Independent Chair of our Board, since 2021
RELEVANT SKILLS AND EXPERIENCE:
BUSINESS EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
MEMBERSHIPS IN OTHER ORGANIZATIONS:
* Director classes:
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 EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
MEMBERSHIPS IN OTHER ORGANIZATIONS:
* Director classes:
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 EXPERIENCE:
* Director classes:
Charles K. Stevens, III
Age: 64
Director Since: 2018
Independent
Director Class: II*
Board Committees:
POSITION: Retired Executive Vice President and Chief Financial Officer, General Motors Company
RELEVANT SKILLS AND EXPERIENCE:
BUSINESS EXPERIENCE:
OTHER PUBLIC COMPANY BOARDS:
* Director classes:
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
M&A
Experience executing significant acquisitions and other organizational transactions to drive growth and advance long-term strategic plans
Risk Management
Experience effectively prioritizing and managing broad enterprise risks as well as anticipating and identifying emerging risks relevant to the business
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
Product Innovation
Experience driving market share growth through the successful execution of new product development initiatives
International Business
Leadership and oversight experience with multinational companies in global markets, with a deep knowledge of global industry dynamics and risks
Manufacturing
Expertise in managing and overseeing complex manufacturing operations, including knowledge of production processes, industry standards and safety protocols
Marketing and Brand Management
Expertise in the marketing and sales of industry-leading consumer products with a deep expertise in strengthening brand reputation
Talent Management
Expertise in the execution of talent management strategies and initiatives, including those focused on key employee development and retention, and succession planning
Audit Committee
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:
In addition, our Audit Committee reviews and discusses with management certain key financial and non-financial risks.
Audit Committee key activities in 2023:
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
7 meetings in 2023
All members are independent
Our Compensation Committee is responsible for the following:
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:
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.
Corporate Governance and Nominating Committee
5 meetings in 2023
All members are independent
Our Governance Committee is responsible for the following:
Governance Committee key activities in 2023:
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.
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Page 99 of 99
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