DEF 14A

DEF 14A 1 d672358ddef14a.htm DEF 14A DEF 14A

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.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

MASCO 2022

A LETTER FROM THE CHAIR OF OUR BOARD

Masco Corporation

17450 College Parkway

Livonia, MI 48152

313-274-7400

www.masco.com

March 25, 2022

Dear Masco Stockholders:

I’m pleased to write to you this year in advance of our Annual Meeting, and honored to have provided Board leadership to Masco during my first year as Chair.

The safety and comfort of home have never felt more critical than they do now, and Masco’s role in providing home improvement and building products that enhance the way consumers experience and enjoy their living spaces has never been more important. Thanks to the strength, resilience and outstanding efforts of our 20,000 employees globally, as well as our management team, we delivered value for our customers and our shareholders in 2021. We did this despite the ongoing impact of the global pandemic, significant supply chain challenges and inflation headwinds.

Our strong results in 2021 included sales growth of 17% and an 8% increase in our operating profit. We also executed on our commitment to return capital to shareholders over the course of year, with approximately $1.2 billion returned in 2021. This included paying approximately $211 million in dividends, reflecting a quarterly dividend increase of 68%.

Your Board continues to provide robust oversight of our overall enterprise strategy and significant risks, as well as our sustainability initiatives. We are proud of our progress in the following areas:

•

With new COVID variants emerging over the past year, we’ve promoted the health and well-being of our employees and ensured we’ve taken appropriate measures to support a safe work environment.

•

Knowing that our strength comes from our employees, we have remained committed to supporting a diverse and engaged workforce. To this end, we have disclosed our employee demographic data and workforce representation goals, as well as a description of our DE&I programs and initiatives.

A LETTER FROM THE CHAIR OF OUR BOARD

MASCO 2022

•

We continuously strive to deliver better living possibilities—for our homes, our environment and our community. This includes creating sustainable products for consumers. We offer paints that meet certain environmentally-friendly performance requirements and low VOC emissions standards, lighting fixtures using LED technology, and plumbing products that meet water flow rate standards. In 2021, a significant portion of our revenue came from the sale of sustainable products.

I am pleased to invite you to attend Masco Corporation’s Annual Meeting of Stockholders. Our meeting will be held at 9:30 a.m. Eastern Time on Thursday, May 12, 2022 at our corporate office in Livonia, Michigan. Your vote is important to us, and I urge you to read this proxy statement as we ask for your voting support on the items described in the following pages. On behalf of the entire Board, thank you for your continued investment in and support of Masco.

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 STOCKHOLDERS ON OR ABOUT MARCH 25, 2022.

MASCO 2022

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

LOGO

MASCO CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Stockholders of record at the close of business on March 18, 2022 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 at the meeting.

By Order of the Board of Directors,

LOGO

Kenneth G. Cole

Vice President, General Counsel and Secretary


ANNUAL MEETING INFORMATION:
Date:	May 12, 2022

Time:	9:30 a.m. Eastern Time
Place:	Masco Corporation Corporate Office 17450 College Parkway Livonia, MI 48152

ANNUAL MEETING ITEMS OF BUSINESS: 1. To elect three Class I directors; 2. To consider and act upon a proposal to approve the compensation paid to our named executive officers; 3. To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2022; and 4. To transact such other business as may properly come before the meeting.		The Company recommends that you vote as follows: FOR each Class I director nominee; FOR the approval of the compensation paid to our named executive officers; and FOR the selection of PricewaterhouseCoopers LLP as our independent auditors for 2022.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 12, 2022: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2021 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

http://www.ezodproxy.com/masco/2022

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 2022

2022 PROXY STATEMENT SUMMARY

LOGO

2022 PROXY

STATEMENT

SUMMARY

We delivered strong results in 2021 despite the challenges of an ever-changing environment due to the continuing COVID-19 pandemic, supply chain disruptions and constraints and increasing costs for commodities and transportation. We focused on continuing to protect the health and safety of our employees, driving new organic and inorganic growth opportunities and managing costs. Our ability to execute on these priorities, coupled with strong consumer demand for our repair and remodel-oriented products, resulted in top-line growth in both our Plumbing Products segment and Decorative Architectural Products segment.

LOGO

2022 PROXY STATEMENT SUMMARY

MASCO 2022

LOGO

MASCO 2022

TABLE OF CONTENTS

TABLE OF CONTENTS


PART I—CORPORATE GOVERNANCE
Director and Director Nominees			1
Director Nominees for Class I (Term Expiring at Annual Meeting in 2025)			2
Class II Directors (Term Expiring at the Annual Meeting in 2023)			4
Class III Directors (Term Expiring at the Annual Meeting in 2024)			6
Board of Directors			8
Structure of our Board of Directors			8
Our Board’s Leadership Structure			8
Director Independence			8
Board Refreshment			9
Board Membership and Composition			9
Board Self-Evaluation Process			10
Risk Oversight			11
Board Meetings and Attendance			12
Communications with our Board of Directors			12
Committees of our Board of Directors			13
Director Compensation Program			16
Related Person Transactions			18
Proposal 1: Election of Class I Director Nominees			19

PART II—COMPENSATION DISCUSSION AND ANALYSIS
Compensation Program Highlights			20
Compensation Decisions in 2021			24
Our 2021 Performance			24
How We Performed Against our Performance Compensation Goals			24
Our 2021 Annual Performance Program			24
Our Long-Term Incentive Program			27
Stock Options Granted in 2021			29
Other Components of our Executive Compensation Program			29
Our Executive Compensation Program Highlights			31
We Provide Long-Term Equity Incentives to Align the Interests of Our Executive Officers With Our Shareholders			31
We Can Clawback Incentive Compensation			31
We Require Minimum Levels of Stock Ownership by our Executives			31
Our Equity Awards Have Double-Trigger Change of Control Provisions			32
Our Compensation Committee Oversees an Annual Compensation Risk Evaluation			32
Our Compensation Programs Encourage Executive Retention and Protect Us			32
We Prohibit Excise Tax Gross-Up Payments			32
We Prohibit Hedging and Pledging			32
We Do Not Have Employment Agreements			32
Our Annual Compensation Review Process			33
Annual Management Talent Review and Development Process			33
Compensation Data Considered by our Compensation Committee			33
Our Peer Group			34
Retention of Discretion by our Compensation Committee			34
Outside Compensation Consultant			35
Tax Treatment			35
Compensation Committee Report			36
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers			37

TABLE OF CONTENTS

MASCO 2022


PART III—COMPENSATION OF EXECUTIVE OFFICERS
Summary Compensation Table		38
Grants of Plan-Based Awards		40
Outstanding Equity Awards at Fiscal Year-End		41
Option Exercises and Stock Vested		43
Retirement Plans		43
Payment Upon Change in Control		46
Payment Upon Retirement, Termination, Disability or Death		47
CEO Pay Ratio		49

PART IV—AUDIT MATTERS
Audit Committee Report		50
PricewaterhouseCoopers LLP Fees		51
Audit Committee Pre-Approval Policies and Procedures		51
Proposal 3: Ratification of Selection of Independent Auditors		52

PART V—EXECUTIVE OFFICERS AND BENEFICIAL OWNERSHIP
Executive Officers		53
Security Ownership of Management and Certain Beneficial Owners		54

PART VI—GENERAL INFORMATION
2022 Annual Meeting of Stockholders		56
Who is entitled to vote at the Annual Meeting?		56
What is the difference between holding shares as a record holder and as a beneficial owner?		56
What is a broker non-vote?		56
How are abstentions and broker non-votes treated?		57
What constitutes a quorum?		57
How can I submit my vote?		57
How many votes are needed for each proposal to pass?		57
Is my proxy revocable?		57
Who is paying for the expenses involved in preparing and mailing this proxy statement?		58
What happens if additional matters are presented at the Annual Meeting?		58
What is “householding” and how does it affect me?		58
Our Website		58
2023 Annual Meeting of Stockholders		59
Other Matters		60

PART I - CORPORATE GOVERNANCE

MASCO 2022

LOGO

CORPORATE

GOVERNANCE

This section of our proxy statement provides information on the qualifications 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 nine directors; eight of whom are independent directors. Our directors possess a wide array of skills and experience that provide a strong source of strategic 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 independent 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 continuing directors.

Alexander

Ffolkes

O’Herlihy

Parfet

Payne

Plant

Stevens

Turner

Business Operations and Leadership

M&A

Risk Management

Finance and Accounting

Product Innovation

International Business

Manufacturing

Marketing and Brand Management

Talent Management

MASCO 2022

PART I - CORPORATE GOVERNANCE

DIRECTOR NOMINEES FOR CLASS I

(Term Expiring at the Annual Meeting in 2025)




Donald R. Parfet		Lisa A. Payne

AGE: 69		AGE: 63

DIRECTOR SINCE: 2012		DIRECTOR SINCE: 2006

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

RELEVANT SKILLS AND EXPERIENCE:		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.		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:		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 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)

PART I - CORPORATE GOVERNANCE

MASCO 2022

LOGO

Reginald M. Turner

AGE: 62

DIRECTOR SINCE: 2015

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

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

MASCO 2022

PART I - CORPORATE GOVERNANCE

CLASS II DIRECTORS

(Term Expiring at the Annual Meeting in 2023)




Keith J. Allman		Christopher A. O’Herlihy

AGE: 59		AGE: 58

DIRECTOR SINCE: 2014		DIRECTOR SINCE: 2013

POSITION: Our President and Chief Executive Officer, since 2014		POSITION: Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015

RELEVANT SKILLS AND EXPERIENCE:		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.		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:		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		• 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

PART I - CORPORATE GOVERNANCE

MASCO 2022

LOGO

Charles K. Stevens, III

AGE: 62

DIRECTOR SINCE: 2018

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

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

MASCO 2022

PART I - CORPORATE GOVERNANCE

CLASS III DIRECTORS

(Term Expiring at the Annual Meeting in 2024)




Mark R. Alexander		Marie A. Ffolkes

AGE: 57		AGE: 50

DIRECTOR SINCE: 2014		DIRECTOR SINCE: 2017

POSITION: Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019		POSITION: Former Chief Executive Officer, TriMark USA, LLC, a provider of design services, equipment and supplies to the food service industry

RELEVANT SKILLS AND EXPERIENCE:		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.		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:		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		• 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

PART I - CORPORATE GOVERNANCE

MASCO 2022

John C. Plant

AGE: 68

DIRECTOR SINCE: 2012

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:

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

MASCO 2022

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.

Structure of our Board of Directors

Our Board of Directors is comprised of nine 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 for the term to which he or she is elected or until his or her respective successor is elected and qualified.

Our Board’s Leadership Structure

Ms. Lisa Payne was appointed as Chair of our Board on May 12, 2021. At that time, Ms. Payne also became the Chair of our Governance Committee. Ms. Payne has served on our Board since 2006, including as the Chair of our Audit Committee from 2015-2021.

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;

•

providing advice to our CEO;

•

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 the 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 leadership structure is in the best interests of the Company and our stockholders at this time; however, our Board has no policy with respect to the separation of the roles of CEO and Chair. 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 Board Chair 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.

PART I - CORPORATE GOVERNANCE

MASCO 2022

Assessment of our Directors’ Independence

Our Board has determined that eight of our nine directors, 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 Mr. O’Herlihy’s independence, our Board considered our purchases of goods from his employer, Illinois Tool Works Inc. and its subsidiaries. The aggregate amount of these purchases was approximately $60,000 in 2021. Illinois Tool Works has reported revenue of $14.5 billion in 2021. Our Board does not believe that Mr. O’Herlihy 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. Our Board completes a director skill-set analysis from time to time to provide our Governance Committee insight into our Board’s composition. The 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.

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 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. 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 stockholders.

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

MASCO 2022

PART I - CORPORATE GOVERNANCE

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.

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 stockholders. All Board candidates, including those recommended by stockholders, are evaluated against the criteria described above. Stockholders 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.” Stockholders who wish to nominate director candidates for election to our Board should follow the procedures set forth in our Certificate of Incorporation and Bylaws.

BOARD SELF-EVALUATION PROCESS

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

LOGO

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;

•

Board meetings;

•

Board engagement with management; and

•

Board and Committee structure and composition.

Periodically, our directors also undertake a board planning survey, including a skill-set analysis that assesses the current and desired director skills and experience, which facilitates director succession planning.

Individual Discussions

The Chair of our Board reviews a summary of the self-evaluation results and holds one-on-one discussions with each director 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

Our Governance Committee discusses the self-evaluation results and considers recommendations. These 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.

PART I - CORPORATE GOVERNANCE

MASCO 2022

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 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 2021, our Board’s strategy session included discussions with the General Managers of Delta Faucet Company, Hansgrohe, Behr Paint Company and Watkins Wellness. The session also included a discussion with a housing market expert 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.

Cybersecurity risk oversight:

Our Board oversees our cybersecurity risk. In 2021, our Board met twice with our Vice President, Information Technology and our Director, Enterprise Security to discuss our IT enterprise strategy, our enterprise security program, an assessment of our cybersecurity risk and how we are managing that risk (which includes regular training of our employees), and how we are implementing cybersecurity compliance.

Environmental, Social and Governance (ESG) risk oversight:

Our Board oversees our ESG enterprise strategy, strategic initiatives and disclosure, and in 2021, our Board met twice with management to discuss these items, as well as our Corporate Sustainability Report. Our Board has delegated oversight responsibility of certain specific ESG matters to our Committees, as described below.

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, including for environmental claims and liabilities • Ethics and compliance program • Risk disclosure	• Executive compensation programs and policies • CEO and executive management succession planning • Enterprise talent strategy, including leadership and future workforce • Diversity, equity and inclusion (DE&I) strategy, initiatives and goals	• Governance structure • Board composition, including refreshment and diversity • Board self-evaluation process • Director orientation and continuing education • Governance trends and best practices • Political contributions

For more information on the risk oversight activities of our Board Committees, see the “Committees of our Board of Directors” section.

MASCO 2022

PART I - CORPORATE GOVERNANCE

Board Meetings and Attendance

Our Board held six meetings in 2021. Each director attended at least 75% of our Board meetings and applicable committee meetings that were held in 2021. It is our policy to encourage directors to attend our Annual Meeting of Stockholders, and all of our directors attended our 2021 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 of Directors

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.

PART I - CORPORATE GOVERNANCE

MASCO 2022

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

Charles K.
Stevens
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

MASCO 2022

PART I - CORPORATE GOVERNANCE

Organization and Compensation Committee

LOGO

Christopher A. O’Herlihy Chair

Mark A. Alexander

Marie A. Ffolkes

Donald R. Parfet

Reginald M. Turner

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

PART I - CORPORATE GOVERNANCE

MASCO 2022

Corporate Governance and Nominating Committee

LOGO

Lisa Payne

Chair

Marie A. Ffolkes

Donald R. Parfet

John C. Plant

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

MASCO 2022

PART I - CORPORATE GOVERNANCE

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

Meeting Fee (c)		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 2021, 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.

Annual Governance Committee Chair Cash Retainer (row b): The Governance Committee Chair retainer is not paid if the director who chairs that committee also serves as the Chair of our Board. Currently Ms. Payne serves as both the Chair of our Board and our Governance Committee Chair, so she does not receive the Governance Committee Chair retainer.

Meeting Fee (row c): 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 2021.

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 2021, the Committee recommended to the Board that it increase the equity retainer paid to our non-employee directors by $20,000 to $160,000, and increase the retainer paid to our Audit Committee Chair by $3,000 to $25,000. Our Board approved these recommendations.

PART I - CORPORATE GOVERNANCE

MASCO 2022

DIRECTOR COMPENSATION TABLE

The following table reflects 2021 compensation paid to our directors, other than Mr. Allman, who is also a Company employee and receives no additional compensation for his service as a director.

2021 Director Compensation


Name	Cash Fees Earned ($)	Restricted Stock Units ($) (a)	All Other Compensation ($) (b)	Total ($)

Mark R. Alexander	130,000	160,270	—	290,270

Marie A. Ffolkes	130,000	160,270	—	290,270

J. Michael Losh	82,500	—	5,000	87,500

Richard A. Manoogian	32,500	—	—	32,500

Christopher A. O’Herlihy	145,000	160,270	5,000	310,270

Donald R. Parfet	135,000	160,270	5,000	300,270

Lisa A. Payne	285,500	160,270	—	445,770

John C. Plant	130,000	160,270	—	290,270

Charles K. Stevens	148,750	160,270	—	309,020

Reginald M. Turner	130,000	160,270	—	290,270

Restricted Stock Units (column a): In May 2021, we granted 2,580 restricted stock units to each non-employee director, except for Mr. Losh and Mr. Manoogian, who each concluded service on our Board in May 2021. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Masco Corporation