MASCO CORP DE
For the period ended May 9, 2025. Filed Apr 7, 2025.
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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 9, 2025 · Filed Apr 7, 2025
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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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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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MASCO 2025| A LETTER FROM THE CHAIR OF OUR BOARD
| April 7, 2025 | Masco Corporation |
|---|---|
| 17450 College Parkway | |
| Livonia, MI 48152 | |
| www.masco.com |
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.
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 7, 2025.
MASCO 2025| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MASCO CORPORATION 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
| Annual Meeting Information: | |
| Date: | May 9, 2025 |
| Time: | 8:30 a.m. Eastern Time |
| Place: | Virtual Only Meeting at: www.virtualshareholdermeeting.com/MAS2025 |
| 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, on an advisory basis, to our named executive officers 3. To ratify the selection of PricewaterhouseCoopers LLP as our independent auditors for 2025 4. - 6. To consider and act upon management proposals to amend certain provisions of our Certificate of Incorporation 7. 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 • FOR the selection of PricewaterhouseCoopers LLP as our independent auditors for 2025 • FOR proposals 4. 5 and 6 |
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 thecheck-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 BOARDAT-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
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