MASCO CORP /DE/
For the period ended May 8, 2026. Filed Apr 10, 2026.
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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 8, 2026 · Filed Apr 10, 2026
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 one year from grant |
| 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 2025, 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 limits the amount of cash and equity a director may receive during a year to $750,000, valued at the grant date.
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 2025.
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 $5,000 of a director’s contributions to eligible 501(c)(3) tax-exempt organizations each year. Non-employee directors may participate in the matching gifts program until December 31 of the year in which their service as a director ends. |
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| • | Employee purchase program under which a director may obtain rebates on certain of our products purchased for their personal use. |
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In addition, if space is available, a director’s spouse is permitted to accompany a director who travels on Company aircraft to attend Board or Committee meetings.
Annual Review of our Director Compensation Program
Our Governance Committee reviews our director compensation program annually, including reviewing an analysis of the competitiveness of the program, and recommends any changes to our Board. In 2025, the Committee did not recommend any changes to the amounts of our cash or equity retainers to our Board.
Director Compensation Table
The following table reflects 2025 compensation paid to our directors who served on our Board in 2025, other than Keith Allman, who was also a Company employee until his retirement from our Company and our Board in July 2025, and received no additional compensation for his service as a director. Jonathon Nudi’s compensation reflects compensation paid to him for the time he served as anon-employee director in 2025. Donald Parfet concluded his service on our Board on May 9, 2025.
| Name | Cash Fees Earned ($) | Restricted Stock Units ($) (a) | All Other Compensation ($) (b) | Total ($) |
|---|---|---|---|---|
| Mark R. Alexander | 145,000 | 180,090 | — | 325,090 |
| Aine L. Denari | 130,000 | 180,090 | 5,000 | 315,090 |
| Marie A. Ffolkes | 150,000 | 180,090 | — | 330,090 |
| Jonathon J. Nudi | 53,600 | 29,187 | — | 82,787 |
| Christopher A. O’Herlihy | 135,000 | 180,090 | 5,000 | 320,090 |
| Donald R. Parfet | 32,500 | — | 5,000 | 37,500 |
| Lisa A. Payne | 330,000 | 180,090 | — | 510,090 |
| John C. Plant | 130,000 | 180,090 | — | 310,090 |
| Sandeep Reddy | 130,000 | 180,090 | — | 310,090 |
| Charles K. Stevens | 155,000 | 180,090 | — | 335,090 |
Restricted Stock Units (column a): In May 2025, we granted 2,900 restricted stock units to eachnon-employee director serving on our Board, except for Mr. Nudi who received apro-rated grant of 470 restricted stock units for his service as anon-employee director through July 7, 2025, at which time he became our President and Chief Executive Officer, and Mr. Parfet, who concluded service on our Board in May 2025. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance. The grants fully vest after one year.
All Other Compensation (column b): The amounts reported in this column reflect our contributions in 2025 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, 2025 by eachnon-employee director who was serving on that date.
| Director | Unvested Restricted Stock Units (#) |
|---|---|
| Mark R. Alexander | 5,574 |
| Aine L. Denari | 6,538 |
| Marie A. Ffolkes | 5,574 |
| Christopher A. O’Herlihy | 5,574 |
| Lisa A. Payne | 5,574 |
| John C. Plant | 5,574 |
| Sandeep Reddy | 6,174 |
| Charles K. Stevens | 5,574 |
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