MASCO CORP DE

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

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Filed by a Party other than the Registrant

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Check the appropriate box:

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):

Masco Corporation

17450 College Parkway

Livonia, MI 48152

313-274-7400

www.masco.com

April 1, 2024 Dear Masco Shareholders:

2023 was another dynamic and successful year in which Masco improved on a number of operating metrics, demonstrated the sustained strength of our unmatched brand portfolio and unlocked significant shareholder value.

Masco continued to benefit from disciplined pricing and ongoing improvement in operational efficiencies in 2023, resulting in:

I would like to thank Masco’s approximately 18,000 employees for their focus on our customers, strong execution and a continuous improvement mindset that is the cornerstone of the Masco Operating System. Their efforts delivered Masco’s strong 2023 performance.

Board Refreshment and Executive Management Team Succession

Our board refreshment continued in 2023 with the addition of two new directors. Jonathon Nudi, a Group President at General Mills, brings a wealth of expertise to the Board related to marketing and brand management within the retail channel, international business operations and product innovation. Sandeep Reddy, Chief Financial Officer at Domino’s Pizza, provides the Board with significant insights on the oversight of financial operations and functions, consumer-facing businesses, and risk management, as well as global expertise.

Additionally, in October 2023, following the retirement of Masco’s previous Vice President, Chief Financial Officer, John Sznewajs, the Company welcomed Rick Westenberg into the role, with oversight for all our Finance functions as well as our Corporate Development and Information Technology departments. Rick brings the Company over 25 years of experience, including nearly 15 years leading global finance organizations. The Board is very pleased to have Rick join Masco’s strong performing management team.

We are Mindful of Our Impact

Masco’s focus on conducting business in a manner that contributes to a better environment in the communities where we live, work and do business continued in 2023. Sustainable products accounted for approximately fifty percent of Masco’s revenue in 2023. These products include paints that meet the GREENGUARD® certification or MPI Green Performance TM Standard, faucet and shower products that meet water flow conservation standards such as WaterSense® and the European Water Label, and lighting fixtures that use LED or reclaimed wood products.

I believe Masco is well positioned to deliver long-term shareholder value, with our industry leading brands, strong balance sheet and disciplined capital allocation. I am looking forward to the year ahead as the focus at Masco remains on delivering better living possibilities – for our homes, our environment and our community.

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 9:30 a.m. Eastern Time on Friday, May 10, 2024.

Sincerely, Lisa A. Payne Chair of the Board

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR

OTHERWISE MADE AVAILABLE TO SHAREHOLDERS ON OR ABOUT APRIL 1, 2024.

MASCO CORPORATION NOTICE OF ANNUALMEETING OFSTOCKHOLDERS

Our 2024 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 10, 2024 at 9:30 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 15, 2024 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

PARTICIPATING IN OUR ANNUAL MEETING:

Online access to our virtual Annual Meeting will open at approximately 9:15 a.m. Eastern Time, on May 10, 2024 at www.virtualshareholdermeeting.com/MAS2024. 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 thecheck-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2024 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 10, 2024: THIS PROXY STATEMENT AND THE MASCO CORPORATION 2023 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

http://www.ezodproxy.com/masco/2024

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.

2024 PROXY STATEMENT SUMMARY

In 2023, we delivered strong performance by improving a number of our operating metrics, including our operating profit and operating margin, even though softer sales volume for our products and market volatility contributed to a decrease in our year-over-year sales. We continue 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.