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
Contents
Director Compensation Program
Ournon-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 $180,000 that vest in three equal installments over three years |
| Annual Chair of the Board Cash Retainer | $200,000 |
| Annual Committee Chair Cash Retainer | $25,000 for the Audit Committee $20,000 for the Compensation Committee $20,000 for the Governance Committee |
| Meeting Fee (b) | None |
| Stock Retention Guideline | Directors must retain shares of our stock valued at five times their annual cash retainer fee (not inclusive of Chair retainers) within 5 years of joining 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
Ournon-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. |
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| • | Employee purchase program under which a director may obtain rebates on certain of our products purchased for their personal use. |
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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 ournon-employee directors by $20,000 to $180,000, and increase the retainer paid to our Governance Committee Chair by $5,000 to $20,000. Our Board approved these recommendations.
Director Compensation Table
The following table reflects 2024 compensation paid to our directors who served on our Board in 2024, other than Keith Allman, who is also a Company employee and receives no additional compensation for his service as a director.
| Name | Cash Fees Earned ($) | Restricted Stock Units ($) (a) | All Other Compensation ($) (b) | Total ($) |
|---|---|---|---|---|
| Mark R. Alexander | 130,000 | 180,052 | — | 310,052 |
| Aine L. Denari | 130,000 | 180,052 | — | 310,052 |
| Marie A. Ffolkes | 148,750 | 180,052 | — | 328,802 |
| Jonathon J. Nudi | 130,000 | 180,052 | — | 310,052 |
| Christopher A. O’Herlihy | 150,000 | 180,052 | 5,000 | 335,052 |
| Donald R. Parfet | 130,000 | 180,052 | 5,000 | 315,052 |
| Lisa A. Payne | 330,000 | 180,052 | — | 510,052 |
| John C. Plant | 130,000 | 180,052 | — | 310,052 |
| Sandeep Reddy | 130,000 | 180,052 | — | 310,052 |
| Charles K. Stevens | 155,000 | 180,052 | — | 335,052 |
Restricted Stock Units (column a): In May 2024, we granted 2,490 restricted stock units to eachnon-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 eligibletax-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 eachnon-employee director who was serving on that date.
| Director | Unvested Restricted StockUnits (#) |
|---|---|
| Mark R. Alexander | 5,494 |
| Aine L. Denari | 6,444 |
| Marie A. Ffolkes | 5,494 |
| Jonathon J. Nudi | 5,130 |
| Christopher A. O’Herlihy | 5,494 |
| Donald R. Parfet | 5,494 |
| Lisa A. Payne | 5,494 |
| John C. Plant | 5,494 |
| Sandeep Reddy | 4,910 |
| Charles K. Stevens | 5,494 |
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