MASCO CORP DE

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 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 theafter-tax effect of special and othernon-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.

PART II — COMPENSATION DISCUSSION AND ANALYSIS

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Under our 2022-2024 LTIP, we define ROIC as

after-tax

operating profit from continuing operations adjusted to ex

clud

e the effect

of

special and other

income and expenses, divided by adjusted invested capital. Adjusted invested capital includes shareholders’ equity, which we adjust to exclude the

after-tax

impact of certain special and other

income and expenses, plus short-term and long-term debt minus cash.

PRSUs Granted Under the 2024-2026 LTIP

The following table reflects the PRSUs granted to our eligible executive officers under the 2024-2026 LTIP. The amounts reflected in the PRSU Target Grant column are the number of PRSUs granted on February 23, 2024, which we calculated using the closing price of our stock on the grant date ($74.94) and rounded to the nearest ten shares, assuming the target award would be earned at the end of the three-year performance period. The actual number of shares of stock awarded, if any, will be determined after the three-year performance period concludes on December 31, 2026. If the threshold goals are not achieved, our executive officers will not earn a stock award. If the maximum goals are exceeded, the stock award opportunity is capped at 200% of the target opportunity.