SEC Form DEF 14A filed by Masco Corporation

MASCO 2025 _| A LETTER FROM THE CHAIR OF OUR BOARD

Dear Masco Shareholders:

2024 marked another year of strong execution and resilience at Masco, as we advanced our strategic initiatives and delivered on our financial objectives despite a challenging demand environment. We focused on cost savings initiatives and operational efficiencies, which drove margin improvement. In our Plumbing Products segment, we introduced several innovative new products and entered into new product categories. In our Decorative Architectural Products segment, we continued to build our successful partnerships and achieved share gains with our leading brands.

We are grateful for the strong execution of our approximately 18,000 employees across the globe. Their hard work, focus on the customer and continuous improvement mindset allowed us to deliver on our 2024 objectives.

With Masco’s industry-leading repair and remodel-oriented product portfolio and strong balance sheet, we believe the Company is well positioned in its pursuit of continued profitable growth and shareholder value creation.

CEO Succession

On March 6, 2025, we announced that Keith Allman will retire as Masco’s President and Chief Executive Officer, effective July 6, 2025. Keith has been instrumental in reshaping Masco’s portfolio and driving operational improvements to create a more resilient company. Under his leadership, the Company has delivered double digit EPS compound annual growth and total shareholder returns of approximately 14% compound annual growth over the past decade. On behalf of the Board, I want to express our deep gratitude to Keith for his tremendous leadership and contributions to Masco’s success.

We are excited that Jonathon Nudi will serve as Masco’s next President and Chief Executive Officer. Over his impressive 30-year career at General Mills, Jon has overseen global teams and executed on strategic goals to deliver meaningful growth and market share gains in competitive industries with established brands. As a director on Masco’s Board since 2023, Jon has demonstrated his strategic vision, passion for innovation and commitment to driving customer-focused strategies. We are confident he is the right person to lead Masco forward.

A LETTER FROM THE CHAIR OF OUR BOARD _| MASCO 2025

Strong Board Composition

We have a strong Board that is highly engaged in overseeing the Company’s strategic initiatives and delivering long-term value to shareholders. Our Board has extensive global leadership experience, and expertise in product innovation, finance, M&A, manufacturing and marketing. Effective as of our Annual Meeting of Stockholders, Donald Parfet, who has served as a director since 2012, will be retiring from the Board. We are grateful for Don’s valuable insights and contributions.

On behalf of the entire Board, thank you for your support and investment in Masco. We invite you to attend Masco Corporation’s Annual Meeting of Stockholders, which will be held virtually at 8:30 a.m. Eastern Time on May 9, 2025.

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR OTHERWISE MADE AVAILABLE TO SHAREHOLDERS ON OR ABOUT APRIL 7, 2025.

MASCO 2025 _| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Our 2025 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 9, 2025 at 8:30 a.m. Eastern Time. You will not be able to attend the meeting in person. Stockholders of record at the close of business on March 14, 2025 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 during the meeting.

By Order of the Board of Directors,

Kenneth G. Cole

Vice President, General Counsel and Secretary

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS _| MASCO 2025

Participating In Our Annual Meeting:

Online access to our virtual Annual Meeting will open at approximately 8:15 a.m. Eastern Time on May 9, 2025 at www.virtualshareholdermeeting.com/MAS2025. To access the meeting, vote and ask questions, you will need to have a valid control number. Your control number can be found on your proxy card or voting instruction form. If you encounter any difficulties accessing the meeting during the check-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2025 Annual Meeting of Stockholders” section below for further details regarding our Annual Meeting.

Questions may be submitted during the Annual Meeting by following the instructions available on the meeting website. We will answer as many stockholder questions as time permits. However, we may not respond to questions that are not pertinent to the business of the meeting. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct that will be posted on the meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 9, 2025: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2024 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

http://www.ezodproxy.com/masco/2025

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.

2025 PROXY STATEMENT SUMMARY _| MASCO 2025

2025 PROXY

STATEMENT SUMMARY

In 2024, we continued to deliver strong performance by improving our operating profit and operating margin, even though a challenging demand environment contributed to a decrease in our year-over-year sales. We continued to leverage our industry-leading brands to deliver new product innovations, reinvest in our business to position us for future growth and deploy our capital allocation strategy to return value to our shareholders.

OUR FINANCIAL PERFORMANCE

OUR BOARD AT-A-GLANCE

PRESIDENT AND CEO SUCCESSION

During 2024, our Board engaged in a careful and thorough process to identify candidates for our next President and CEO. On March 6, 2025, our Board appointed Mr. Jonathon Nudi, a member of our Board since 2023, to succeed Mr. Keith Allman as the President and CEO of our Company, effective July 7, 2025. The Board appointed Mr. Nudi due to his demonstrated ability to execute on strategic goals to deliver growth and market share gains in competitive industries, his strategic vision, passion for innovation and commitment to driving customer-focused strategies.

OUR COMMITMENT TO SHAREHOLDER ENGAGEMENT

Our Board of Directors believes it is important to consider feedback from our shareholders when considering our corporate governance structure and governance practices, our executive compensation programs and our environmental, social and governance (“ESG”) initiatives. In 2024, we continued our robust shareholder engagement program. In both the spring and the fall, we requested the opportunity to engage with shareholders holding approximately 55% of our outstanding shares. Of the shareholders with which we engaged, we discussed corporate governance matters, our Board’s oversight of ESG and our recent ESG initiatives, and answered questions from our shareholders.

Following our shareholder engagement, we discuss the shareholder feedback we receive with our Compensation and Talent Committee (“Compensation Committee”) and Corporate Governance and Nominating Committee (“Governance Committee”).

MASCO 2025 _| TABLE OF CONTENTS

TABLE OF CONTENTS

TABLE OF CONTENTS _| MASCO 2025

PART I — CORPORATE GOVERNANCE _| MASCO 2025

This section of our proxy statement provides information on the qualifications, skills 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.

PRESIDENT AND CEO SUCCESSION

Our Board takes seriously its responsibility for ensuring robust succession planning for members of our senior management team. On March 6, 2025, it appointed Mr. Jonathon Nudi, a member of our Board since 2023, to succeed Mr. Keith Allman as the President and CEO of our Company, effective July 7, 2025. The selection and appointment of Mr. Nudi was the culmination of a careful and thorough process that our Board initiated more than a year ago.

Our Board formed a special committee to lead the search process, with the support of an external search firm. The search firm assisted the committee in developing the key search criteria, focusing on the skills, expertise, experience and competencies necessary for our next President and CEO. The committee evaluated both internal and external candidates in seeking a proven leader to guide our Company’s strategic initiatives and future growth. The committee ultimately recommended, and our Board appointed, Mr. Nudi due to his demonstrated strategic vision, passion for innovation and commitment to driving customer-focused strategies.

DIRECTORS AND DIRECTOR NOMINEES

Our Board is currently composed of eleven directors. As of March 5, 2025, in connection with Mr. Nudi’s appointment as our next President and CEO, our Board determined that Mr. Nudi is no longer an independent director, and accordingly, nine of our eleven directors are independent directors. As of the date of our 2025 Annual Meeting, in connection with Mr. Parfet’s retirement from our Board, we will have ten continuing directors, eight of whom will be independent. In connection with Mr. Allman’s retirement as our President and CEO on July 6, 2025, his service as a director on our Board will conclude and we will then have nine continuing directors, eight of whom will be independent.

Our directors possess a wide array of skills and experience that provide a strong source of strategic and risk 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 continuing 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.

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Alexander

Allman

Denari

Ffolkes

Nudi

O’Herlihy

Payne

Plant

Reddy

Stevens

Business Operations & Leadership Executive leadership experience at a large organization, including current or former service as a public company officer.

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 & 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 & 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

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DIRECTOR NOMINEES FOR CLASS I (if elected, term will expire at our Annual Meeting in 2028)

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CLASS II DIRECTORS (term expiring at our Annual Meeting in 2026)

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CLASS III DIRECTORS (term expiring at our Annual Meeting in 2027)

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BOARD OF DIRECTORS

Our Board of Directors is committed to maintaining our high standards of ethical business conduct and corporate governance principles and practices.

Board Structure

Our Board of Directors is currently comprised of eleven 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 until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall be qualified, subject, however, to prior death, resignation, retirement or removal from office.

Board Leadership

Lisa Payne was appointed as Chair of our Board in 2021. Ms. Payne has served on our Board since 2006, including as the Chair of our Audit Committee from 2015-2021 and as the Chair of our Governance Committee from 2021-2022.

Effective Oversight of our Company

The responsibilities, among others, of the independent Chair of our Board include:

Separation of our Chair of the Board and CEO Roles

Our Board believes that its current leadership structure is in the best interests of the Company and our shareholders at this time and will maintain this structure following Mr. Nudi’s commencement of service as our President and CEO on July 7, 2025. However, our Board does not have a policy with respect to the separation of the roles of Chair of the Board and CEO. 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 Chair of our Board 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.

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Assessment of our Directors’ Independence

Our Board determined that nine of our eleven directors are independent. As an employee, Mr. Allman, our President and CEO, is not an independent director. As of March 5, 2025, in connection with his appointment as our next President and CEO, our Board determined that Mr. Nudi is no longer 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.

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

As of March 5, 2025, in connection with his appointment as our next President and CEO and our Board’s determination that Mr. Nudi is no longer an independent director, Mr. Nudi concluded service on our Audit Committee and Compensation Committee. Each member of our Audit Committee, Compensation Committee and Governance Committee is qualified as independent under the requirements of applicable law and the New York Stock Exchange’s listing standards.

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 and risk 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.

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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

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

Director Commitments

Our Board believes that 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 shareholders. Our Board’s Corporate Governance Guidelines require each director to promptly notify the Governance Committee Chair before accepting any invitation to serve on the board of any for-profit business entity. The Governance Committee evaluates and advises whether it believes service on such outside board would interfere with the director’s service on our Board.

Our Board recognizes that the public company commitments of our director, John Plant, who also serves as the Chair of the Board and Chief Executive Officer of Howmet Aerospace Inc. and as a member of Jabil Inc.’s board, exceed the policies of certain of our shareholders and of proxy advisors. Our Board believes that Mr. Plant has been a highly valued member of our Board since 2012, has demonstrated his active engagement through his consistent attendance and participation with Board matters, both during and in-between Board meetings, and that he has the time and ability to fulfill his obligations to our Board. During the past three years, Mr. Plant has attended 95% of all of our Board and Committee meetings of which he is a member. He brings to our Board uniquely deep expertise in leading complex and efficient business and manufacturing operations and executing significant M&A transactions, as well as capital allocation strategies, all of which drive top- and bottom-line growth and long-term shareholder value creation.

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MASCO 2025 _| PART I — CORPORATE GOVERNANCE

Board and Board Committee Self-Evaluation Process

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

Survey:

A confidential self-evaluation survey to assess our Board’s performance. The directors provide feedback on:

Periodically, our directors also undertake a board planning review and conduct a director skills and experience assessment, which facilitate both the Board’s understanding of its current composition and director succession planning in order to ensure our Board’s future composition is best able to support our company’s strategic objectives.

Individual Director Discussions:

Our Board Chair and Governance Committee Chair review a summary of the self-evaluation results. Each then conducts one-on-one discussions with our directors to discuss feedback on the topics included in the self-evaluation survey and to engage in in-depth discussions regarding the functions of the Board.

Review and Discussion by Governance Committee and Board:

Our Governance Committee discusses the self-evaluation results, including feedback from the individual director discussions with our Board Chair and Governance Committee Chair, and considers opportunities for enhancements and recommendations. The evaluation results and recommendations are then discussed by the full Board.

Consideration of Feedback:

Director feedback is considered by the Board and the Committees, and Board and Committee policies and practices are updated as appropriate.

Committee Self-Evaluation Discussions:

Each of our Board Committees engages in a Committee self-evaluation during executive session. Our Committee self-evaluation process was updated recently to better facilitate robust and candid discussion among Committee members on the topics of Committee structure, composition and meetings, the effectiveness of the Committee’s oversight over the matters for which it has responsibility and the adequacy of the resources provided to the Committee, including third-party advisors.

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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 and Board Committees 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. The Board’s recent strategy session included discussions regarding the areas of focus to deliver our long-term value creation goals and the growth strategy and growth initiatives of our largest business units, which included discussions with the General Managers of those businesses. The session also included a discussion with a housing and building products 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, and how we are taking action to mitigate those risks.

Environmental, Social and Governance risk oversight:

In accordance with our Corporate Governance Guidelines, our Board oversees our ESG enterprise strategy and risks. In 2024, our Board discussed with management ESG-related regulations, trends and perspectives, our ESG governance framework and progress toward our ESG initiatives, including our carbon mitigation strategy. In addition, our Board reviewed our Corporate Sustainability Report and, as part of our enterprise risk management update, discussed with management our ESG-related risks. 

Cybersecurity risk oversight:

Our Board oversees our cybersecurity risk and is responsible for ensuring that management has processes in place designed to identify and assess cybersecurity risks to which we are exposed, implement the appropriate protections to address such risks, identify cybersecurity threats and respond to and resolve cybersecurity incidents. In 2024, management discussed with the Board risks and trends associated with information technology, including cyber attacks, and current and future planned actions to mitigate such risks. In addition, our Board received updates related to our operational and resource readiness with respect to cyber incidents, our incident response processes and emerging cybersecurity risks.

Our Board has delegated certain oversight responsibilities to our Board Committees, as follows:

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MASCO 2025 _| PART I — CORPORATE GOVERNANCE

Board Meetings and Attendance

Our Board held six meetings in 2024. Each director attended at least 75% of our Board meetings and applicable committee meetings that were held in 2024 during the period he or she served. It is our policy to encourage directors to attend our Annual Meeting of Stockholders, and all of our then-serving directors attended our 2024 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

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, to c/o Kenneth G. Cole, Secretary at Masco Corporation, 17450 College Parkway, Livonia, Michigan 48152 or [email protected]. Certain communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitations; junk mail, mass mailings and spam; employment inquiries; and surveys.

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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

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Compensation and Talent Committee

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Corporate Governance and Nominating Committee

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DIRECTOR COMPENSATION PROGRAM

Our non-employee directors receive the following compensation for service on our Board:

Annual Equity Retainer (row a): In 2024, the annual equity retainer was paid in the form of restricted stock units granted under our Non-Employee Director Equity Program. Our 2024 Long Term Stock Incentive Plan imposes a limit on the amount of equity a director may receive during a year of restricted stock units or equity with a grant date value of $750,000.

Meeting Fee (row b): 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 2024.

Other Compensation

Our non-employee directors may also receive the following benefits, which are available to all of our employees:

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 2024, the Committee recommended to the Board that it increase the equity retainer paid to our non-employee directors by $20,000 to $180,000, and increase the retainer paid to our Governance Committee Chair by $5,000 to $20,000. Our Board approved these recommendations.

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PART I — CORPORATE GOVERNANCE _| MASCO 2025

Director Compensation Table

The following table reflects 2024 compensation paid to our directors who served on our Board in 2024, other than Keith Allman, who is also a Company employee and receives no additional compensation for his service as a director.

Restricted Stock Units (column a): In May 2024, we granted 2,490 restricted stock units to each non-employee director serving on our Board. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance. Directors realize the value of these grants over time because the vesting occurs pro rata over three years.

All Other Compensation (column b): The amounts reported in this column reflect our contributions in 2024 to eligible tax-exempt organizations under our matching gifts program, as described above, for which directors receive no direct financial benefit.

Unvested Restricted Stock Units: The following table reports the unvested restricted stock units held on December 31, 2024 by each non-employee director who was serving on that date.

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RELATED PERSON TRANSACTIONS

Our Board of Directors has adopted a Related Person Transaction Policy that requires our Board or a committee of independent directors to approve or ratify any transaction involving us in which any director, director nominee, executive officer, 5% beneficial owner or any of his or her immediate family members has a direct or indirect material interest.

Related Person Transaction Policy

Our policy covers:

Our policy excludes transactions determined by our Board not to involve a material interest of the related person, such as:

Assessing Related Person Transactions

Our policy requires directors, director nominees and executive officers to provide prompt written notice to our Secretary of any related transaction so it can be reviewed by our Governance Committee. If our Governance Committee determines that the related person has a direct or indirect material interest in the transaction, it will consider all relevant information to assess whether the transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders. Our Governance Committee annually reviews previously-approved ongoing related transactions to determine whether the transactions should continue.

Related Persons Transactions for 2024

There are no transactions required to be described in this proxy statement.

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PART I — CORPORATE GOVERNANCE _| MASCO 2025

PROPOSAL 1: ELECTION OF CLASS I DIRECTOR NOMINEES

The term of office of our Class I Directors, who are Jonathon J. Nudi, Lisa A. Payne and Sandeep Reddy, expires at this meeting.

Our Board proposes the re-election of Mr. Nudi, Ms. Payne and Mr. Reddy to serve as Class I Directors. The term of the Class I Directors elected at this Annual Meeting will expire at the Annual Meeting of Stockholders in 2028, or when their respective successors are elected and qualified.

Our Board expects that the persons named as proxy holders on the proxy card will vote the shares represented by each proxy for the election of each director nominee unless a contrary direction is given. If, prior to the meeting, a nominee is unable or unwilling to serve as a director, which our Board does not expect, the proxy holders may vote for an alternate nominee recommended by our Board, or our Board may reduce its size.

Information regarding each of our director nominees can be found above in “Director Nominees for Class I.”

Our Board recommends a vote FOR the election to our Board of Directors of each of the following Class I Director nominees:

The affirmative vote of a majority of the votes cast by shares is required for the election of directors. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the outcome of the election. If an incumbent Director nominee fails to receive a majority of the votes cast, the Director is required to give his or her resignation to our Board. Our Board has 90 days after certification of the election results to decide whether to accept the Director’s resignation.

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MASCO 2025 _| PART II — COMPENSATION DISCUSSION AND ANALYSIS

		COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PROGRAM HIGHLIGHTS

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PART II — COMPENSATION DISCUSSION AND ANALYSIS _| MASCO 2025

OUR NAMED EXECUTIVE OFFICERS

This Compensation Discussion and Analysis (“CD&A”) covers the elements of compensation awarded to, earned by or paid to our named executive officers (who we generally refer to as our “executive officers”) during 2024 and describes the principles underlying our company’s executive compensation policies and decisions. This CD&A explains the compensation for the following individuals:

OUR 2024 PERFORMANCE COMPENSATION PROGRAMS

Based on our performance in 2024, our eligible executive officers earned incentive compensation under our annual performance program, under which we paid cash bonuses and granted RSUs to our executive officers for achievement of our annual performance goals. Based our performance over the 2022-2024 three-year period, our executive officers did not earn a stock award under our LTIP.

OUR EXECUTIVE OFFICERS’ PERFORMANCE-BASED TARGET COMPENSATION

The target compensation mix for our CEO and our other executive officers reflects our emphasis on long-term, performance-based compensation that incentivizes our executive officers to make strategic decisions that will strengthen our business and create long-term value for our shareholders. In 2024, approximately 88% of our CEO’s target compensation, and approximately 75% of the target compensation of our other executive officers, was performance-based.

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MASCO 2025 _| PART II — COMPENSATION DISCUSSION AND ANALYSIS

PERFORMANCE COMPENSATION EARNED UNDER OUR PROGRAMS

Based on this performance, our eligible executive officers earned a cash bonus and RSU award under our 2024 annual performance program. The performance restricted stock units (“PRSUs”) granted to our executive officers in 2022 under our 2022-2024 LTIP did not vest, and therefore our executive officers did not receive a stock award under our 2022-2024 LTIP.

OTHER PERFORMANCE COMPENSATION WE AWARDED IN 2024

We grant stock options annually to our executive officers to align their long-term interests with those of our shareholders by reinforcing the goal of long-term share price appreciation. These stock options will provide value to our executive officers only if the price of our common stock increases above the option exercise price. On February 16, 2024, our Compensation Committee awarded the following stock options to our executive officers; these stock options will vest ratably over three years.

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OUR COMPENSATION PRACTICES INCLUDE:

OUR COMPENSATION PRACTICES DO NOT INCLUDE:

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MASCO 2025 _| PART II — COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DECISIONS IN 2024

Our 2024 Annual Performance Program

Program Opportunities

Our 2024 annual performance program provided for performance-based cash bonus and restricted stock unit opportunities to our executive officers. These opportunities incentivized our executive officers to achieve rigorous annual performance goals and our strategic business objectives and aligned our executive officers’ interests with those of our shareholders.

Our Compensation Committee established the cash bonus and RSU opportunities available to each executive officer as a percentage of the officer’s annual base salary. Under our 2024 annual performance program, if the threshold goal was not achieved, our executive officers would not have earned a payout. If the maximum goal was exceeded, the payout percentage would have been capped at 200% of the target opportunity.

Our eligible executive officers had the following target opportunities under our 2024 annual performance program:

Performance Metrics

Our Compensation Committee selected the financial metrics of operating profit (weighted at 75%) and net sales (weighted at 25%) for our 2024 annual performance program, because it believed that improvement in these metrics would continue to reinforce our executive officers’ focus on profit growth and revenue to drive shareholder value. Additionally, these metrics are easily derived from our audited financial statements, which our Compensation Committee believes provides transparency for both our shareholders (as requested from shareholders when we sought feedback) and our executive officers.

We calculated the cash bonuses to be paid and restricted stock units to be granted to our executive officers under the annual performance program by multiplying each executive officer’s base salary by his or her target opportunity and multiplying that result by the program performance percentage achieved. The total payout for each executive officer is limited to 200% of the target opportunity.

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PART II — COMPENSATION DISCUSSION AND ANALYSIS _| MASCO 2025

Program Targets and Achievement

Our performance targets are designed to be challenging. Our Compensation Committee has a robust process for establishing our targets, which includes reviewing our operating profit and revenue forecast for the year, taking into account analyst forecasts, shareholder expectations, and general economic and industry conditions. In 2024, the factors considered included an expectation of continued lower consumer demand and elevated input costs. In 2024, we achieved 97% of our operating profit target and 63% of our net sales target. After weighting the operating profit metric at 75% and the net sales metric at 25%, our performance percentage for our 2024 annual performance program was 88% of our financial metrics target.

To calculate achievement of our operating profit performance target, we adjusted our 2024 reported operating profit of $1,363 million to exclude the expense recognized due to rationalization charges of approximately $9 million. Our operating profit for purposes of the annual performance program was $1,372 million. We did not make any adjustments to our reported net sales of $7,828 million.

Compensation Paid Under the 2024 Annual Performance Program

Based on a total performance percentage of 88%, we calculated the actual cash bonuses to be paid and restricted stock units to be granted to our executive officers as follows:

Our Long-Term Incentive Program

Program Opportunities

Our Compensation Committee believes a long-term incentive program provides a meaningful incentive for our executive officers to achieve long-term growth and profitability. Under our LTIP, PRSUs are granted to our executive officers at the beginning of each three-year performance period. This grant of PRSUs entitles our executive officers

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MASCO 2025 _| PART II — COMPENSATION DISCUSSION AND ANALYSIS

to receive shares of our stock if at least the threshold performance goals over the three-year period are achieved. If the threshold goals are not achieved, our executive officers do not earn a payout. If the maximum goals are exceeded, the payout percentage is capped at 200% of the target opportunity.

Our Compensation Committee establishes the LTIP opportunity available to each executive officer as a percent of the executive officer’s annual base salary at the beginning of each three-year performance period. Our executive officers who participated in our 2022-2024 LTIP had the following target opportunities:

Performance Metrics

Our Compensation Committee selected a cumulative EPS metric with a weighting of 60% and a three-year average ROIC metric with a weighting of 40% for our LTIP program for the 2022-2024 LTIP performance period. Our Compensation Committee believes that a combination of EPS and ROIC reinforces our executive officers’ focus on earnings, capital efficiency and consistent return on capital and further encourages our executive officers to make new, profitable investments. In 2023, our Compensation Committee added a relative total shareholder return metric, measured against companies in the S&P 500 Consumer Durables Index, to our LTIP program for the three-year periods beginning in 2023.

Program Targets and Achievement

Our Compensation Committee established the following EPS and ROIC goals and corresponding payout percentages for the 2022-2024 LTIP performance period. These performance goals were consistent with our long-range business plan and were established to require a high level of performance to achieve. For the three-year performance period of 2022-2024, we did not achieve our threshold level of achievement for either metric, and as a result, our executive officers did not receive a stock award under the program.

To calculate achievement of our cumulative earnings per share performance target, we adjusted our income from continuing operations to exclude the after-tax effect of special and other non-recurring income and expenses and divided by adjusted average diluted common shares outstanding. Average diluted common shares outstanding for each year during the performance period was increased to reflect the minimum number of common shares outstanding permitted under the LTIP during the performance period.

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MASCO 2025 _| PART II — COMPENSATION DISCUSSION AND ANALYSIS

Other Components Of Our Executive Compensation Program

Base Salary

We pay our executive officers a base salary to provide each of them with a minimum, base level of cash compensation. In determining the base salary adjustments for our executive officers, our Compensation Committee conducts a review with our CEO of the performance and contributions of our executive officers in the prior year. In addition, in consultation with Semler Brossy Consulting Group, LLC (“Semler Brossy”), the Compensation Committee’s outside compensation consultant, it considers market survey data in published executive compensation surveys for companies with annual revenues similar to ours and significant changes in the scope and complexity of the executive officer’s role.

Based on our Compensation Committee’s review and analysis, our Compensation Committee approved the following base salaries in 2024, which are competitively positioned and targeted to the median of our peer group:

Perquisites and Other Compensation

We offer a limited number of perquisites to our executive officers, as follows:

Retirement Programs

We maintain the following defined contribution retirement plans for all of our employees, including our executive officers:

Our executive officers may also be entitled to receive benefits under the Masco Corporation Benefit Restoration Plan, our frozen non-qualified defined benefit plan.

In 2010, we froze accruals in all of the defined benefit plans offered to our U.S. employees. Consequently, the pension benefits ultimately payable to executive officers are essentially fixed.

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PART II — COMPENSATION DISCUSSION AND ANALYSIS _| MASCO 2025

OUR EXECUTIVE COMPENSATION PROGRAM HIGHLIGHTS

We Provide Long-Term Equity Incentives to Align the Interests of Our Executive Officers With Our Shareholders

We Can Clawback Incentive Compensation

If we restate our financial statements as a result of material noncompliance with financial reporting requirements, our Compensation Committee must clawback or recover certain executive incentive compensation that was paid or granted in the three-year period prior to the applicable recoupment trigger date, regardless of whether misconduct caused the restatement. A full copy of our Compensation Recoupment Policy that complies with the Dodd-Frank clawback policy requirements and the New York Stock Exchange rules is attached as an exhibit to our Annual Report on Form 10-K.

We Require Minimum Levels of Stock Ownership by Our Executives

To align our executive officers’ interests with those of our shareholders, we believe it is important for our executive officers to maintain a substantial investment in our common stock. Our Compensation Committee has established the following stock ownership guidelines for our executive officers:

Our executive officers are required to satisfy their stock ownership requirement within three years after becoming subject to the requirement. Direct stock holdings and unvested RSUs (but not unvested PRSUs, unvested phantom PRSUs, stock options, phantom restricted stock units or stock appreciation rights) are counted toward satisfaction of the requirement.

Our Compensation Committee reviews our executive officers’ ownership of our common stock annually to ensure compliance with our stock ownership requirement. Each of our executive officers has met our stock ownership requirement, with the exception of Imran Ahmad. Mr. Ahmad began his service as our Group President and as an executive officer of our Company in February 2023 and has three years from that time to meet our stock ownership requirement.

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Our Equity Awards Have Double-Trigger Change of Control Provisions

Upon a change of control of our Company, our unvested equity awards will vest only if the recipient of the award:

Our Compensation Committee Oversees an Annual Compensation Risk Evaluation

Our Compensation Committee’s risk assessment of our compensation programs focuses on the program components and analyzes whether those components present undue risk to us and on our material business risks and their potential impact on our compensation programs. Based on the 2024 risk assessment, the Compensation Committee has concluded that our programs do not encourage excessive risk taking.

Our Compensation Programs Encourage Executive Retention and Protect Us

We believe our compensation programs, including the terms and conditions of our Equity Plan, improve our retention of our executive officers and also reduce the potential that executive officers might engage in post-termination conduct that would be harmful to us. The terms of our equity awards provide that our executive officers:

We Prohibit Excise Tax Gross-Up Payments

Our Board has adopted a policy prohibiting excise tax gross-up payments. The only tax equalization gross-up payments we provide to our employees are those made in connection with reimbursement of relocation or foreign expatriate expenses incurred at our request.

We Prohibit Hedging and Pledging

Our Policy Against Trading on Inside Information prohibits our directors, executive officers and all other employees subject to our regular quarterly blackout periods from hedging our Company’s securities. Additionally, such individuals are prohibited from making any purchases of our securities on margin or from pledging our securities as collateral for a loan, unless the arrangement is preapproved by our Governance Committee for any applicable employee or by our Board for any director. Our Governance Committee has not approved any such transactions.

We Do Not Have Employment Agreements or Change in Control Agreements

Our executive officers do not have employment agreements and are “at-will” employees who may be terminated at our discretion. Our executive officers also do not have change in control agreements. For further discussion regarding change in control, see “Payment Upon Change in Control” below.

At our discretion, we may enter into severance arrangements or arrangements for an executive officer’s service following termination of employment. Such arrangements may include continued vesting of equity awards that would otherwise be forfeited, as well as provisions restricting competitive activities following termination and a release of any claims.

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PART II — COMPENSATION DISCUSSION AND ANALYSIS _| MASCO 2025

OUR ANNUAL COMPENSATION REVIEW PROCESS

We review and make decisions regarding the amount of eligible annual and long-term performance awards early in the applicable performance period. We believe that considering these elements of compensation together with our stock option grants gives us a strong foundation for establishing our performance criteria and opportunity levels for the performance period. This approach enables our Compensation Committee to holistically consider our executive officers’ compensation mix and to consider the inputs gathered through our annual talent management review.

Annual Management Talent Review and Development Process

Our annual management talent review and development process is used by our Compensation Committee and our CEO in making compensation decisions and for succession planning purposes. As part of this process, our CEO provides our Compensation Committee with an assessment of each executive who reports to him. The assessment includes an evaluation of each executive’s performance, development, progress and potential for advancement, and considers market demand for the executive’s skill set. Our Compensation Committee also receives information, analyses and recommendations from our Vice President, Chief Human Resource Officer. While our Compensation Committee gives significant weight to the evaluations by our CEO, the final determination of compensation to be paid to our executive officers, including our CEO, rests solely with our Compensation Committee. Our CEO and other executive officers are not present during discussions related to their own compensation decisions.

Our Peer Group

Given the many and diverse businesses we operate, the composition of an appropriate peer group is challenging. Our Compensation Committee annually considers the composition of our peer group and believes that our current peer group reflects the companies we compete with for executive talent and that have a range of annual revenues and business and operational characteristics similar to ours. Our current peer group is as follows:

Compensation Data Considered by our Compensation Committee

Pay-for-Performance Alignment

Our Compensation Committee reviews the overall pay-for-performance alignment of our CEO’s compensation compared to our peer group over a three-year period. During 2024, our Compensation Committee reviewed data showing that our total shareholder return was at the 65th percentile of our peers for the three-year period ended December 31, 2023. Our CEO’s realizable compensation was at the 53rd percentile of our peer group during this three-year period. We defined realizable compensation as the sum of salary, actual cash bonus payments and the value of equity awards based on our stock price as of December 31, 2023. Based on its analysis, the Compensation Committee believes there is alignment between our CEO’s realizable compensation and our total shareholder return.