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 2023-2025 LTIP had the following target opportunities:

Performance Metrics

Our Compensation Committee selected a cumulative EPS metric, a three-year average ROIC metric and a rTSR metric measured against companies in the S&P 500 Consumer Durables Index, each with a weighting of 33.3%, for the 2023-2025 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, while rTSR places an emphasis on our stock price performance and dividends.

Program Targets and Achievement

Our Compensation Committee established the following EPS, ROIC and rTSR goals and corresponding payout percentages for the 2023-2025 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 2023-2025, we achieved 200% of our EPS goal, 106% of our ROIC goal and 88% of our rTSR goal, resulting in an overall performance percentage of 131%.

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 average diluted common shares outstanding.

Under our 2023-2025 LTIP, we define ROIC asafter-tax operating profit from continuing operations adjusted to exclude the effect of special and othernon-recurring income and expenses, divided by adjusted invested capital. Adjusted invested capital includes shareholders’ equity, which we adjust to exclude theafter-tax impact of certain special and othernon-recurring income and expenses, plus short-term and long-term debt minus cash.

We measured our three-year rTSR performance against companies in the S&P 500 Consumer Durables Index. For purposes of the calculation, beginning and ending stock prices were based on the 20 trading-day average closing stock prices for us and companies in the Index.

PRSUs Granted Under the 2025-2027 LTIP

The following table reflects the PRSUs granted to our eligible executive officers under the 2025-2027 LTIP, for which the metrics and weightings are the same as our 2023-2025 LTIP. The amounts reflected in the PRSU Target Grant column are the number of PRSUs granted on February 27, 2025, which we calculated using the closing price of our stock on the grant date ($74.71) 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, 2027. 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.