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MASCO CORP DE

For the period ended May 10, 2024. Filed Apr 1, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 10, 2024 · Filed Apr 1, 2024

MAS$82.22-1.9%Stored close · as of Nov 6, 2026
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Contents

Pay Versus Performance

The following table reflects compensation “actually paid” (as defined in the applicable SEC rules) to our Principal Executive Officer (PEO) and our

non-PEO

executive officers. Our Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our executive officers. For a complete discussion of our executive compensation program, refer to the CD&A section above.

2023 PAY VERSUS PERFORMANCE TABLE

Year (a) · Summary Compensation Table Total for PEO ($) · Compensation Actually Paid to PEO ($)(b) · Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) · Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(b) · Value of Initial Fixed $100 Investment Based on: · Net Income(in millions)($)(d) · Company Selected Measure
Masco Total Shareholder Return ($) · Peer Group Total Shareholder Return ($)(c) · Operating Profit(in millions)($)(e)
202312,476,38117,142,6212,310,2662,938,3061501239081,358
20226,261,228(7,130,941)1,614,199(1,055,881)1021048441,334
202113,410,77430,690,0043,190,9936,693,2501501474101,412
202014,001,94118,754,1753,581,8694,263,0071161201,2241,306

Year (column a) :

For each year listed, our PEO is Keith Allman. For 2020-2022, our

non-PEO

executive officers are John Sznewajs, Richard O’Reagan, Jai Shah and Kenneth Cole. For 2023, our

non-PEO

executive officers are Richard Westenberg, Imran Ahmad, Jai Shah, Kenneth Cole, John Sznewajs and David Chaika.

Compensation “Actually Paid” to PEO and Average Compensation “Actually Paid” to

Non-PEO

executive officers (columns b):

The compensation “actually paid” to our PEO and our

non-PEO

executive officers reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2023, 2022, 2021 and 2020:

PEOAverage of Non-PEOs
Total Reported in 2023 Summary Compensation Table12,476,3812,310,266
Less, grant date fair value of equity awards reported in the 2023 Summary Compensation Table(8,319,582)(1,228,390)
Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2023 Summary Compensation Table(8,768)(49,671)
Plus, year-end fair value of equity awards granted in 2023 that are unvested and outstanding, as of 2023 year-end7,016,4481,284,267
Plus, change in the fair value as of 2023 year end for equity awards granted in prior years that are unvested and outstanding3,981,180418,608
Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 20231,893,102222,782
Less, fair value of equity awards forfeited in 2023—(34,101)
Plus, dividends earned during 2023 on unvested equity awards103,86014,545
Total Adjustments4,666,240628,040
Actual Compensation Paid for Fiscal Year 202317,142,6212,938,306
PEOAverage of Non-PEOs
Total Reported in 2022 Summary Compensation Table6,261,2281,614,199
Less, grant date fair value of equity awards reported in the 2022 Summary Compensation Table(4,886,111)(956,181)
Plus, year-end fair value of equity awards granted in 2022 that are unvested and outstanding, as of 2022 year-end6,696,3541,338,718
Plus, change in the fair value as of 2022 year end for equity awards granted in prior years that are unvested and outstanding(12,542,087)(2,514,590)
Plus, change in fair value as of the vesting date of equity awards granted in prior years that vested during 2022(2,736,067)(553,825)
Plus, dividends earned during 2022 on unvested equity awards75,74215,798
Total Adjustments(13,392,169)(2,670,080)
Actual Compensation Paid for Fiscal Year 2022(7,130,941)(1,055,881)
PART III - COMPENSATION OF EXECUTIVE OFFICERSMASCO 2024
PEOAverage of Non-PEOs
Total Reported in 2021 Summary Compensation Table13,410,7743,190,993
Less, grant date fair value of equity awards reported in the 2021 Summary Compensation Table(8,273,513)(1,645,343)
Plus, year-end fair value of equity awards granted in 2021 that are unvested and outstanding, as of 2021 year-end11,920,0412,358,316
Plus, change in the fair value as of 2021 year end for equity awards granted in prior years that are unvested and outstanding13,660,5992,793,148
Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2021(96,350)(18,599)
Plus, dividends earned during 2021 on unvested equity awards68,45314,735
Total Adjustments17,279,2303,502,257
Actual Compensation Paid for Fiscal Year 202130,690,0046,693,250
PEOAverage of Non-PEOs
Total Reported in 2020 Summary Compensation Table14,001,9413,581,869
Less, grant date fair value of equity awards reported in the 2020 Summary Compensation Table(8,371,933)(1,702,979)
Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2020 Summary Compensation Table(93,883)(294,594)
Plus, year-end fair value of equity awards granted in 2020 that are unvested and outstanding, as of 2020 year-end8,377,5111,705,013
Plus, change in the fair value as of 2020 year end for equity awards granted in prior years that are unvested and outstanding4,529,712909,820
Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2020237,91547,999
Plus, dividends earned during 2020 on unvested equity awards72,91215,879
Total Adjustments4,752,234681,138
Actual Compensation Paid for Fiscal Year 202018,754,1754,263,007

The fair value or change in fair value of equity awards reflected in the tables above were determined as follows:

•For restricted stock awards, RSUs and phantom RSUs, using the closing stock price on the applicable year-end or vesting date.
•For stock options/SAR, using a Black-Scholes value as of the applicable year-end or vesting date.
•For PRSUs and phantom PRSUs, using the closing stock price on the applicable year-end or vesting date and adjusted for the estimated performance achievements, as applicable.

Peer Group Total Shareholder Return (column c):

Our peer group total shareholder return is calculated using the Standard & Poor’s Consumer Durables & Apparel Index, which we use for the stock performance graph required by Item 201(e) of Regulation

S-K,

from December 31, 2019 through December 31 of the applicable listed year.

Net Income (column d):

Net income as reflected in the table above is as reported in our financial statements and is calculated in accordance with accounting guidelines. In 2021, our net income, as reported, was negatively impacted by

non-recurring

expense related to debt extinguishment and the settlement of our qualified domestic defined benefit pension plans.

Company Selected Measure - Operating Profit (column e):

Operating profit is the highest weighted financial performance metric in our annual performance program. To calculate our operating profit for purposes of this program we adjust our reported operating profit to exclude the effect of special and other

non-recurring

income and expenses. Operating profit is also a measure used in our calculation of ROIC under our LTIP. See “Our 2023 Annual Performance Program” above for a description of these adjustments for 2023.

MASCO 2024PART III - COMPENSATION OF EXECUTIVE OFFICERS

Pay Versus Performance Relationships

The following charts set forth the relationships between compensation “actually paid” to our PEO, the average of compensation “actually paid” to our

non-PEO

executive officers, and our cumulative TSR, Standard and Poor’s Consumer Durables & Apparel Index cumulative TSR, our annual net income and our annual operating profit over the four-year period from 2020-2023.

PART III - COMPENSATION OF EXECUTIVE OFFICERSMASCO 2024

Our Most Important Financial Performance Measures

The following financial performance measures are those measures which, in our assessment, represent the most important financial measures used by us to link our performance to compensation “actually paid” to our executive officers for 2023. The measures in this table are not ranked.

Earnings per Share

Net Sales

Operating Profit

Return on Invested Capital

Working Capital as a Percent of Sales

MASCO 2024PART IV - AUDIT MATTERS
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.