DEF 14A of Masco Corp /De/, Apr 1, 2024

DEF 14A of Masco Corp /De/

Filed Apr 1, 2024 · FY20230001193125-24-083355

Open on EDGAR

  1. DIRECTORS AND DIRECTOR NOMINEES

    DIRECTORS AND DIRECTOR NOMINEES Our Board is currently composed of eleven directors, ten of whom are independent directors. Our directors possess a wide array of skills and experience that provide a strong source of strategic and risk oversight, advice, and guidance to our management team. The following director skills matrix highlights the balanced mix of skills and experience that are most relevant and important to our Company. The skills and experience identified for each director are those we believe are key and unique to each director’s contribution to our Board. This matrix is not meant to encompass or reflect all of the skills and experience possessed by each director. See the following pages for a full biography of each of our directors.

  2. DIRECTORS AND DIRECTOR NOMINEES

    | MASCO 2024 | PART I - CORPORATE GOVERNANCE |

  3. DIRECTORS AND DIRECTOR NOMINEES

    | | Alexander | Allman | Denari | Ffolkes | Nudi | O’Herlihy | Parfet | Payne | Plant | Reddy | Stevens | | Business Operations & Leadership Executive leadership experience at a large organization, including current or former service as a public company officer or other public company board service | | | | | | | | | | | | | M&A Experience executing significant acquisitions and other organizational transactions to drive growth and advance long-term strategic plans | | | | | | | | | | | | | Risk Management Experience effectively prioritizing and managing broad enterprise risks as well as anticipating and identifying emerging risks relevant to the business | | | | | | | | | | | | | Finance & Accounting Experience with complex financial transactions and in driving capital allocation strategy, as well as a deep understanding of financial reporting and controls | | | | | | | | | | | | | Product Innovation Experience driving market share growth through the successful execution of new product development initiatives | | | | | | | | | | | | | International Business Leadership and oversight experience with multinational companies in global markets, with a deep knowledge of global industry dynamics and risks | | | | | | | | | | | | | Manufacturing Expertise in managing and overseeing complex manufacturing operations, including knowledge of production processes, industry standards and safety protocols | | | | | | | | | | | | | Marketing & Brand Management Expertise in the marketing and sales of industry-leading consumer products with a deep expertise in strengthening brand reputation | | | | | | | | | | | | | Talent Management Expertise in the execution of talent management strategies and initiatives, including those focused on key employee development and retention, and succession planning | | | | | | | | | | | |

  4. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  5. DIRECTORS AND DIRECTOR NOMINEES

    DIRECTOR NOMINEES FOR CLASS III (if elected, term will expire at our Annual Meeting in 2027)

  6. DIRECTORS AND DIRECTOR NOMINEES

    | Mark R. Alexander Age: 59 Director Since: 2014 Independent Board Committees: • Audit • Compensation | POSITION: Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Strong experience in leadership and the successful execution of business growth strategy developed through his current experience as a CEO and as the former President of Campbell Soup Company’s largest division • International Business: Significant experience gained through his nearly 35-year career serving in various marketing, sales and management roles in the United States, Canada, Europe and Asia • Product Innovation: Deep expertise gained through his management responsibilities, including investing in brand-building, innovation and distribution • Marketing and Brand Management: Extensive experience with consumer-branded products, and a significant background in marketing and customer relations in his various roles BUSINESS EXPERIENCE: Campbell Soup Company: • Senior Vice President (2009-2018) • President of Americas Simple Meals and Beverages (2015-2018) • President of Campbell North America (2012-2015), Campbell International (2010-2012) and Asia Pacific (2006-2009) • Chief Customer Officer and President - North America Baking & Snacking (2009-2010) • Served in various marketing, sales and management roles in the United States, Canada, Europe and Asia since 1989 |

  7. DIRECTORS AND DIRECTOR NOMINEES

    | Marie A. Ffolkes Age: 52 Director Since: 2017 Independent Board Committees: • Compensation • Governance (Chair) | POSITION: Managing Partner, GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies, since 2023 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive experience acquired in developing and leading strategy implementation and driving operational profitability, as well as significant leadership experience • International Business: Global and cultural experience developed serving in leadership positions in China, South Korea, Brazil, Japan and Europe • Manufacturing: Significant experience with global manufacturing operations across multiple industrial sectors • Talent Management: Significant human capital experience gained in leadership roles of increasing responsibility across many industries and geographies BUSINESS EXPERIENCE: • Founder and CEO, Axxelist, LLC, a private technology real estate company (since 2021) • Chief Executive Officer, TriMark USA, LLC (2020-2021) • President, Industrial Gases, Americas of Air Products & Chemicals, Inc. (2015-2020) • Tenneco: • Global Vice President and General Manager, Ride Performance Group (2013-2015) • Vice President and General Manager, Global Elastomers (2011-2013) • Johnson Controls International plc (formerly, Johnson Controls): • Vice President & General Manager South America Region, Automotive Group (2010-2011) • Vice President and General Manager, Hyundai-Kia Customer Business Unit (2008-2010) • Global Vice President, Japan (2006-2008) OTHER PUBLIC COMPANY BOARDS: • Valero Energy Corporation (since 2022) |

  8. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  9. DIRECTORS AND DIRECTOR NOMINEES

    | John C. Plant Age: 70 Director Since: 2012 Independent Board Committees: • Audit • Governance | POSITION: Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: In-depth knowledge gained throughout his over three decades of executive leadership with experience in successfully leading businesses through periods of downturns as well as periods of growth and market development • M&A: Deep expertise gained through various roles, including leading the separation of Arconic Inc. into two independent, publicly traded companies – Howmet Aerospace Inc. and Arconic Corporation • Finance and Accounting: A strong background in finance through various roles, including key finance and operations positions • Manufacturing: Substantial expertise developed during his more than 20 combined years of global experience in manufacturing and engineered solutions at industrial companies BUSINESS EXPERIENCE: • Chief Executive Officer (2019-2020) and Chair of the Board (2017-2020), Arconic Inc. • TRW Automotive Holdings Corp.: • Chair of the Board (2011-2015) • President and Chief Executive Officer and Director (2003-2015) • Co-member of the Chief Executive Office of TRW Inc. and the President and Chief Executive Officer of the automotive business of TRW Inc. (2001-2003) OTHER PUBLIC COMPANY BOARDS: • Howmet Aerospace Inc. (since 2020) • Jabil Inc. (since 2016) MEMBERSHIPS IN OTHER ORGANIZATIONS: • Director Emeritus, Automotive Safety Council • Director, Gates Industrial Corporation plc, a privately-held manufacturer of casters and wheels (2017-2019) |

  10. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  11. DIRECTORS AND DIRECTOR NOMINEES

    CLASS I DIRECTORS (term expiring at our Annual Meeting in 2025)

  12. DIRECTORS AND DIRECTOR NOMINEES

    | Jonathon J. Nudi Age: 53 Director Since: 2023 Independent Board Committees: • Audit • Governance | POSITION: Group President, Pet, International and North America Foodservice, General Mills Inc., since 2024 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive strategic and operational experience developed through serving in a variety of leadership positions, including driving profitable growth through organizational transformation and capability building • Marketing and Brand Management: Significant experience with consumer-branded products developed through his 30 years of experience with General Mills, including various positions of increasing responsibility in marketing and sales • International Business: Complex international experience gained through serving in a variety of positions in Europe, and leading segments that service consumers and customers in Asia, Australia, Europe, and Latin America • Product Innovation: Deep perspectives developed over his career, including responsibility for product development and a focus on consumer-first design process and product improvements BUSINESS EXPERIENCE: • General Mills, Inc.: • Group President, North American Retail (2016-2023) • President, Europe and Australasia Region (2014-2016) • President, Snacks Division (2010-2014) • Vice President Marketing, Business Unit Director, Green Giant/SGC (2007-2010) MEMBERSHIPS IN OTHER ORGANIZATIONS: • Board of Governors, First Tee, a charitable organization |

  13. DIRECTORS AND DIRECTOR NOMINEES

    | Donald R. Parfet Age: 71 Director Since: 2012 Independent Board Committees: • Compensation • Governance | POSITION: • Managing Director, Apjohn Group, LLC, a business development company, since 2000 • General Partner, Apjohn Ventures Fund, Limited Partnership, a venture capital fund, since 2003 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive experience in senior operational management, including in leading strategic planning and execution as well as driving business growth • M&A: Significant expertise developed over his career including experience in sourcing, assessing and governing portfolio opportunities and managing joint ventures • Risk Management: Expertise gained throughout his career including evaluating financial and development risk associated with emerging medicines • Finance and Accounting: Deep expertise gained through his service at venture capital firms as well as his many years in corporate finance BUSINESS EXPERIENCE: • Senior Vice President, Pharmacia Corporation, a pharmaceutical company, from which he retired in 2000 • Served as a senior corporate officer of Pharmacia & Upjohn and The Upjohn Company, predecessors of Pharmacia Corporation OTHER PUBLIC COMPANY BOARDS: • Lead Independent Director, Rockwell Automation, Inc. (since 2008) • Kelly Services, Inc. (since 2004) • Chair, Sierra Oncology, Inc. (2017-2019) MEMBERSHIPS IN OTHER ORGANIZATIONS: • Director, Iaso Therapeutics, Inc., a private company focused on the development of novel technologies for next-generation vaccines • Director and trustee of a number of charitable and civic organizations |

  14. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  15. DIRECTORS AND DIRECTOR NOMINEES

    | Lisa A. Payne Age: 65 Director Since: 2006 Independent Board Committees: None | POSITION: Independent Chair of our Board, since 2021 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Deep understanding of growth strategy and extensive experience in real estate investment, development and acquisition, as well as extensive experience in senior level and C-Suite roles • M&A: Significant experience developed during her 10 years as an investment banker, focused on acquisition and development financing and merger and acquisition advisory services • Risk Management: In-depth expertise gained through her finance-focused career, including in her prior role as CFO in which she gained deep understanding of macroeconomic risks that may impact business • Finance and Accounting: Substantial financial, accounting and corporate finance expertise gained through her experience as CFO and as an investment banker BUSINESS EXPERIENCE: • President, Soave Real Estate Group. a privately held diversified management and investment company (2016-2017) • Taubman Centers, Inc.: • Vice Chair (2005-2016) • Chief Financial Officer (2005-2015) • Executive Vice President and Chief Financial and Administrative Officer (1997- 2005) • Investment banker, Goldman, Sachs & Co. (1987-1997) OTHER PUBLIC COMPANY BOARDS: • Rockwell Automation, Inc. (since 2015) • J.C. Penney Company (2016-2020) • Taubman Centers, Inc. (1997-2016) MEMBERSHIPS IN OTHER ORGANIZATIONS: • Director, Leaf Home Solutions LLC, a privately-held provider of technology-enabled home solutions • Chair of the Board, Soave Enterprises, LLC, a privately held diversified management and investment company (2016-2017) |

  16. DIRECTORS AND DIRECTOR NOMINEES

    | Sandeep Reddy Age: 53 Director Since: 2023 Independent Board Committees: • Audit • Governance | POSITION: Executive Vice President – Chief Financial Officer, Domino’s Pizza, Inc., since 2022 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive experience gained over his almost 30 years serving in leadership roles at global consumer-facing businesses, including in business strategy development and through the oversight of international supply chain operations • Finance and Accounting: Significant expertise developed in numerous CFO roles with oversight of all financial operations and functions, including his current role where he is responsible for financial strategy and operations, including financial planning, treasury, financial reporting, tax, accounting and investor relations • International Business: Extensive experience in international business operations acquired while holding leadership positions for operations based in Europe and India • Risk Management: Expertise gained while serving in CFO roles with responsibility for risk oversight and, in his current role, responsibility for leading Domino’s environmental, social and governance efforts BUSINESS EXPERIENCE: • Executive Vice President and Chief Financial Officer, Six Flags Entertainment Corporation (2020-2022) • Guess?, Inc.: • Chief Financial Officer (2013-2019) • Vice President and European Chief Financial Officer (2010-2013) • Served in various positions of increasing responsibility for Mattel, Inc., ultimately serving as Vice President of Finance and Supply Chain for France, Spain, Portugal and Italy (1997-2010) |

  17. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  18. DIRECTORS AND DIRECTOR NOMINEES

    CLASS II DIRECTORS (term expiring at our Annual Meeting in 2026)

  19. DIRECTORS AND DIRECTOR NOMINEES

    | Keith J. Allman Age: 61 Director Since: 2014 Not Independent Board Committees: None | POSITION: Our President and Chief Executive Officer, since 2014 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Strong business leadership skills and hands-on operational experience with our businesses have helped to provide the foundation for the current direction of our Company. Mr. Allman has, through his key leadership positions within our Company, acquired a deep knowledge of all aspects of our business, significant understanding of complex global operations, as well as Company-specific customer expertise • Manufacturing: Extensive experience gained through his decades in leading our cabinet and faucet manufacturing operations • Marketing and Brand Management: Expertise developed while playing an integral role in developing our strategies to strengthen our brands and overseeing our innovation efforts • Talent Management: Valuable insight into our Company’s culture developed over his many years with the Company, and, as our CEO, his overall responsibility for our human capital management strategy and initiatives BUSINESS EXPERIENCE: • Masco Corporation: • Group President (2011-2014) • President, Delta Faucet (2007-2011) • Executive Vice President, Builder Cabinet Group (2004-2007) • Served in various management positions of increasing responsibility at Merillat Industries (1998-2003) OTHER PUBLIC COMPANY BOARDS: • Oshkosh Corporation (since 2015) MEMBERSHIPS IN OTHER ORGANIZATIONS: • Director, No Barriers, a charitable organization |

  20. DIRECTORS AND DIRECTOR NOMINEES

    | Aine L. Denari Age: 51 Director Since: 2022 Independent Board Committees: • Audit • Governance | POSITION: Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation, a manufacturer of marine products, since 2020 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive business and strategic experience acquired serving in a variety of executive management positions, including her current role, and in prior roles within the automotive and industrial industries and at major global consulting firms • M&A: Deep experience developed while at ZF, where she was responsible for the integration between ZF and TRW, including the strategy and implementation of all functions, businesses, systems and processes • Product Innovation: Expertise gained in her current role, where she is responsible for developing and implementing end-to-end technology solutions, and in her former role overseeing the development of Advanced Driver Assist Systems/Automated Driving • Marketing and Brand Management: Significant experience gained in her current role where she is responsible for the largest boat portfolio in the recreational marine industry with many of the leading US and International brands BUSINESS EXPERIENCE: • ZF AG: • Senior Vice President and General Manager, Advanced Driver Assist Systems/Automated Driving (2017-2020) • Chief Integration Management Officer & Head of Strategic Performance Management Office (2015-2017) • Senior Vice President, Product Planning and Business Development (2014-2017) • Director, Strategy & Analytics, Ingersoll Rand Inc (2010-2014) • Engagement Manager, McKinsey & Company (2006-2010) • Management Consultant / Case Team Leader, Bain & Company (2003-2006) • Served in various engineering roles, including research, product planning and development and program management at Ford Motor Company (1996-2002) |

  21. DIRECTORS AND DIRECTOR NOMINEES

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  22. DIRECTORS AND DIRECTOR NOMINEES

    | Christopher A. O’Herlihy Age: 60 Director Since: 2013 Independent Board Committees: • Compensation (Chair) | POSITION: President and Chief Executive Officer, Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2024 RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Extensive experience acquired in his executive positions, through which he has acquired deep knowledge and experience in all aspects of business operations, including strategy development, product development, emerging markets and financial performance and structure • International Business: Significant expertise acquired while overseeing business operations in Europe, South America and Asia • Manufacturing: In-depth understanding of complex manufacturing operations gained during his more than 30 years with Illinois Tool Works, a diversified industrial manufacturer • Talent Management: Significant experience gained in leading and developing high-performing and key talent, including executive-level talent, through his over ten years serving in executive leadership positions BUSINESS EXPERIENCE: • Illinois Tool Works Inc.: • Vice Chair (2015-2023) • Executive Vice President, with worldwide responsibility for Illinois Tool Works’ Food Equipment Group (2010-2015) • Group President – Food Equipment Group Worldwide (2010) • Group President – Food Equipment Group International (2009-2010) • For almost 30 years, served in various positions of increasing responsibility, including as Group President of the Polymers and Fluids Group OTHER PUBLIC COMPANY BOARDS: • Illinois Tool Works (since 2024) |

  23. DIRECTORS AND DIRECTOR NOMINEES

    | Charles K. Stevens, III Age: 64 Director Since: 2018 Independent Board Committees: • Audit (Chair) • Compensation | POSITION: Retired Executive Vice President and Chief Financial Officer, General Motors Company RELEVANT SKILLS AND EXPERIENCE: • Business Operation and Leadership: Significant experience gained in his more than 30 years with General Motors serving in leadership roles with oversight of financial and accounting operations, through which he developed and executed business strategies to drive profitable growth • Risk Management: Strong analytic, strategic and financial skills and expertise developed through his extensive career at GM, which provides valuable perspectives and experience in performing risk evaluation, management and mitigation • Finance and Accounting: Extensive expertise developed over his time at GM serving in senior leadership roles with responsibility for overseeing all financial and accounting functions, resulting in a valuable understanding of finance, financial operations, international financial matters and investor relations • International Business: In-depth knowledge gained while serving for over 15 years in leadership positions in South America, Mexico and the Asia Pacific region, including China, Singapore, Indonesia and Thailand BUSINESS EXPERIENCE: • General Motors Company, a global automotive company (1983-2018): • Executive Vice President and Chief Financial Officer (2014-2018) • Chief Financial Officer, GM North America (2010-2014) • Interim Chief Financial Officer, GM South America (2011-2013) • Chief Financial Officer, GM de Mexico (2008-2010) • Chief Financial Officer, GM Canada (2006-2008) • Held various positions of increasing responsibility, including several leadership positions with GM’s Asia Pacific region including China, Singapore, Indonesia and Thailand OTHER PUBLIC COMPANY BOARDS: • Genuine Parts Company (commences service in April 2024) • Flex, Ltd. (since 2018) • Eastman Chemical Company (2022-May 2024) • Tenneco Inc. (2020-2022) |

  24. DIRECTORS AND DIRECTOR NOMINEES

    | MASCO 2024 | PART I - CORPORATE GOVERNANCE |

  25. BOARD OF DIRECTORS

    BOARD OF DIRECTORS Our Board of Directors is committed to maintaining our high standards of ethical business conduct and corporate governance principles and practices.

  26. DIRECTOR COMPENSATION PROGRAM

    DIRECTOR COMPENSATION PROGRAM Our non-employee directors receive the following compensation for service on our Board:

  27. DIRECTOR COMPENSATION PROGRAM

    | Compensation Element | Amount | | Annual Cash Retainer | $130,000 | | Annual Equity Retainer (a) | Restricted stock units with a value of $160,000 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 $15,000 for the Governance Committee | | Meeting Fee (b) | None | | Stock Retention Guideline | Directors must retain at least 50% of the equity they receive from us until their service as a director concludes |

  28. DIRECTOR COMPENSATION PROGRAM

    Annual Equity Retainer (row a): In 2023, the annual equity retainer was paid in the form of restricted stock units granted under our Non-Employee Director Equity Program. Our Non-Employee Director Equity Program imposes a limit on the amount of equity a director may receive during a year of the greater of 25,000 restricted stock units or equity with a grant date value of $500,000. 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 2023.

  29. Annual Review of our Director Compensation Program

    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 2023, the Committee did not recommend any changes to the Board.

  30. Annual Review of our Director Compensation Program

    | MASCO 2024 | PART I - CORPORATE GOVERNANCE |

  31. Director Compensation Table

    Director Compensation Table The following table reflects 2023 compensation paid to our directors who served on our Board in 2023, other than Keith Allman, who is also a Company employee and receives no additional compensation for his service as a director. Reginald Turner concluded his service on our Board on May 11, 2023. Mr. Turner did not receive any additional payments in connection with his departure.

  32. Director Compensation Table

    | Name | Cash Fees Earned ($) | Restricted Stock Units ($) (a) | All Other Compensation ($) (b) | Total ($) | | Mark R. Alexander | 130,000 | 159,843 | — | 289,843 | | Aine L. Denari | 130,000 | 159,843 | 5,000 | 294,843 | | Marie A. Ffolkes | 145,000 | 159,843 | 5,000 | 309,843 | | Jonathon J. Nudi | 97,500 | 160,195 | — | 257,695 | | Christopher A. O’Herlihy | 150,000 | 159,843 | 5,000 | 314,843 | | Donald R. Parfet | 130,000 | 159,843 | 5,000 | 294,843 | | Lisa A. Payne | 330,000 | 159,843 | — | 489,843 | | John C. Plant | 130,000 | 159,843 | — | 289,843 | | Sandeep Reddy | 87,500 | 146,846 | — | 234,346 | | Charles K. Stevens | 155,000 | 159,843 | — | 314,843 | | Reginald M. Turner | 32,500 | — | — | 32,500 |

  33. Director Compensation Table

    Restricted Stock Units (column a): In May 2023, we granted 3,040 restricted stock units to each non-employee director serving on our Board. In addition, in July 2023, we granted Jonathon Nudi, whose service began on June 1, 2023, 2,640 restricted stock units and we granted Sandeep Reddy, whose service began on June 15, 2023, 2,420 restricted stock units. 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, and one-half of the restricted stock each of our directors receives as compensation must be retained until completion of their service on our Board. All Other Compensation (column b): The amounts reported in this column reflect our contributions in 2023 to eligible tax-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, 2023 by each non-employee director who was serving on that date.

  34. Director Compensation Table

    | Director | Unvested Restricted Stock Units (#) | | Mark R. Alexander | 5,854 | | Aine L. Denari | 5,930 | | Marie A. Ffolkes | 5,854 | | Jonathon J. Nudi | 2,640 | | Christopher A. O’Herlihy | 5,854 | | Donald R. Parfet | 5,854 | | Lisa A. Payne | 5,854 | | John C. Plant | 5,854 | | Sandeep Reddy | 2,420 | | Charles K. Stevens | 5,854 |

  35. Director Compensation Table

    | PART I - CORPORATE GOVERNANCE | MASCO 2024 |

  36. PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES The term of office of our Class III Directors, who are Mark R. Alexander, Marie A. Ffolkes and John C. Plant, expires at this meeting. Our Board proposes the re-election of Mr. Alexander, Ms. Ffolkes and Mr. Plant to serve as Class III Directors. The term of the Class III Directors elected at this Annual Meeting will expire at the Annual Meeting of Stockholders in 2027, or when their respective successors are elected and qualified. Our Board expects that the persons named as proxy holders on the proxy card will vote the shares represented by each proxy for the election of each director nominee unless a contrary direction is given. If, prior to the meeting, a nominee is unable or unwilling to serve as a director, which our Board does not expect, the proxy holders may vote for an alternate nominee recommended by our Board, or our Board may reduce its size. Information regarding each of our director nominees can be found above in “Director Nominees for Class III.” Our Board recommends a vote FOR the election to our Board of Directors of each of the following Class III Director nominees:

  37. PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

    | Name | Director Since | Occupation | | Mark R. Alexander | 2014 | Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019 | | Marie A. Ffolkes | 2017 | Managing Partner, GenNx360 Capital Partners, a private equity firm focused on investing in industrial and business services companies, since 2023 | | John C. Plant | 2012 | Chair of the Board and Chief Executive Officer, Howmet Aerospace Inc., a global supplier of engineered metal products, since 2020 |

  38. PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

    The affirmative vote of a majority of the votes cast by shares is required for the election of directors. Abstentions and broker non-votes are not counted as votes cast, and therefore do not affect the outcome of the election. If an incumbent Director nominee fails to receive a majority of the votes cast, the Director is required to give his or her resignation to our Board. Our Board has 90 days after certification of the election results to decide whether to accept the Director’s resignation.

  39. PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

    | PART II - COMPENSATION DISCUSSION AND ANALYSIS | MASCO 2024 |

  40. PROPOSAL 1: ELECTION OF CLASS III DIRECTOR NOMINEES

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  41. COMPENSATION PROGRAM HIGHLIGHTS

    | • | Our compensation program is designed to emphasize pay-for-performance. We make pay dependent on performance through traditional means, including an annual cash incentive, a long-term performance-based award and stock options/stock appreciation rights (“SAR”) that vest ratably over 3 years. In addition, and different from many other companies, we formulaically base the size of our annual restricted stock unit (“RSU”) award on delivered performance. If earned, this RSU award vests ratably over 3 years. |

  42. COMPENSATION PROGRAM HIGHLIGHTS

    | • | We achieved 139% of our annual performance program’s performance target. In 2023, our annual incentives were based on the financial metrics of operating profit, net sales and working capital as a percent of sales as well as a DE&I performance modifier. As a result of our strong performance in 2023, particularly with respect to our operating profit, our executive officers earned 139% of target under our annual performance program, and received a cash bonus and an award of RSUs consistent with this performance. While most companies grant RSUs each year without a direct link to company performance, our program requires executives to earn their RSU grant each year through annual performance. |

  43. COMPENSATION PROGRAM HIGHLIGHTS

    | • | Our 2021-2023 Long-term incentive program (“LTIP”) paid below target, at 60%. For the three-year period of 2021-2023, our LTIP was based on the financial metrics of cumulative earnings per share (“EPS”) and a three-year average return on invested capital (“ROIC”). We achieved 100% of our cumulative EPS target, but did not achieve our threshold for ROIC. Each of our executive officers received a share award consistent with this performance. |

  44. OUR 2023 PERFORMANCE COMPENSATION PROGRAMS

    | • | Our annual performance program, under which we pay cash bonuses and grant RSUs to our executive officers if we meet annual performance goals; and |

  45. OUR 2023 PERFORMANCE COMPENSATION PROGRAMS

    | • | Our LTIP, under which our executive officers earn a stock award if we meet performance goals over a three-year period (2021-2023). |

  46. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | 2023 ANNUAL PERFORMANCE PROGRAM | | | | | 2021-2023 LTIP | | | | | | Financial Performance Metric | Metric Weight | Target | Actual Performance (as adjusted) | Performance Percentage | Financial Performance Metric | Metric Weight | Target | Actual Performance (as adjusted) | Performance Percentage | | Operating Profit (in millions) | 70% | $1,200 | $1,358 | 106% | Cumulative EPS | 60% | $11.17 | $11.17 | 60% | | Net Sales (in millions) | 20% | $8,060 | $7,939 | 14% | | | | | | | Working Capital as a Percent of Sales | 10% | 18.5% | 18.5% | 10% | ROIC | 40% | 48.5% | 42.9% | —% | | Financial Metric Performance Percentage | | | | 130% | Total Performance Percentage | | | | 60% | | Total Performance Percentage, as modified by our DE&I performance modifier of 107% | | | | 139% | | | | | |

  47. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | • | See “Our 2023 Annual Performance Program” and “Our Long-Term Incentive Program” below for a discussion of the establishment of our performance metrics and goals and a description of our calculation of operating profit, net sales, working capital as a percent of sales, cumulative EPS and ROIC performance. |

  48. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | Name | Cash Bonus ($) | Restricted Stock Unit Award ($) | 2021-2023 LTIP- Stock Award ($) | Total Performance Compensation ($) | | Keith J. Allman | 2,658,900 | 3,398,282 | 1,849,338 | 7,906,520 | | Imran Ahmad | 521,600 | 521,631 | — | 1,043,231 | | Jai Shah | 642,100 | 642,345 | 336,243 | 1,620,688 | | Kenneth G. Cole | 567,400 | 567,722 | 267,327 | 1,402,449 | | John G. Sznewajs | 766,100 | — | 373,628 | 1,139,728 | | David A. Chaika | 224,200 | 223,870 | 117,641 | 565,711 |

  49. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | • | Imran Ahmad did not participate in our 2021-2023 LTIP. |

  50. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | • | John Sznewajs’ awards under our 2023 annual performance program and our 2021-2023 LTIP were each pro-rated for the portion of 2023 he served as an executive officer. The amount he earned as a restricted stock unit award under our annual performance program was paid to him as a cash equivalent and is reflected in the cash bonus column. |

  51. PERFORMANCE COMPENSATION AWARDED UNDER OUR PROGRAMS

    | • | Richard Westenberg did not participate in our 2023 annual performance program or our 2021-2023 LTIP. |

  52. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    OTHER PERFORMANCE COMPENSATION WE PAID IN 2023 We grant stock options annually to our executive officers to align their long-term interests with those of our shareholders by reinforcing the goal of long-term share price appreciation. These stock options will provide value to our executive officers only if the price of our common stock increases above the option exercise price. On February 13, 2023, our Compensation Committee awarded the following stock options to our executive officers; these stock options will vest ratably over three years. Richard Westenberg and John Sznewajs did not receive a grant of stock options in 2023.

  53. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | Name | Stock Options/ SAR Awarded (#) | Stock Option/SAR Exercise Price ($ per share) | Value of Stock Options/SAR Awarded at Grant($) | | Keith J. Allman | 144,460 | 56.56 | 2,442,978 | | Imran Ahmad | 22,170 | 56.56 | 374,919 | | Jai Shah | 26,250 | 56.56 | 443,916 | | Kenneth G. Cole | 20,360 | 56.56 | 344,310 | | David A. Chaika | 9,170 | 56.56 | 155,075 |

  54. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | • | The stock options reflected in this table were priced based on our closing stock price on February 13, 2023, the date of grant. This column shows the aggregate grant date fair value of the stock options awarded, calculated in accordance with accounting guidance. |

  55. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | ü | An Emphasis on Long-Term Performance—Our compensation programs are weighted toward long-term incentives. We give approximately equal weight to RSUs, stock options and our three-year incentive program, under which we grant performance-based restricted stock units (“PRSUs”). |

  56. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | ü | Annual Restricted Stock Units Granted Only When Earned—Our annual grant of RSUs is based on our executive officers’ target opportunities, which are established at the beginning of the year, and the achievement of our performance goals under our annual performance program. While most companies grant RSUs each year without a direct link to company performance, our program requires executives to earn their RSU grant each year through annual performance. |

  57. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | ü | Long-Term Performance Program—A significant portion of our executive officers’ compensation opportunity is based on the achievement of three-year performance goals. |

  58. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | ü | Double-Trigger Vesting—We have double-trigger vesting of equity on a change in control. |

  59. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | ü | Competitive Analysis—On an annual basis, our Compensation Committee reviews a market analysis of executive compensation paid by our peer companies and published survey data for comparably-sized companies. |

  60. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | × | Excise Tax Gross-Ups—Our equity grants do not provide for excise tax gross-ups. |

  61. OTHER PERFORMANCE COMPENSATION WE PAID IN 2023

    | × | Employment Agreements and Change in Control Agreements—We have no employment agreements or change in control agreements with our executive officers. |

  62. Our 2023 Annual Performance Program

    Our 2023 Annual Performance Program

  63. Program Opportunities

    | Name | Target Opportunity for Cash Bonus as a % of Annual Base Salary | Target Opportunity for Restricted Stock Units as a % of Annual Base Salary | | Keith J. Allman | 150% | 191.7% | | Imran Ahmad | 75% | 75% | | Jai Shah | 75% | 75% | | Kenneth G. Cole | 70% | 70% | | John G. Sznewajs | 75% | 90% | | David A. Chaika | 50% | 50% |

  64. Program Opportunities

    | • | Kenneth Cole’s target opportunities for cash bonus and restricted stock units as a percent of his annual base salary under our 2023 annual performance program each increased from 65% in 2022 to 70%. This increase reflects Mr. Cole’s positive impact on and contributions to our Company and align with market practice. |

  65. Program Opportunities

    | • | John Sznewajs’ awards under our 2023 annual performance program were pro-rated for the portion of 2023 he served as an executive officer. |

  66. Program Opportunities

    | • | Richard Westenberg did not participate in our 2023 annual performance program. |

  67. Performance Metrics

    Performance Metrics Our Compensation Committee selected the financial metrics of operating profit (weighted at 70%), net sales (weighted at 20%) and working capital as a percent of sales (weighted at 10%) for our 2023 annual performance program, because it believed that improvement in these metrics would continue to reinforce our executive officers’ focus on revenue, profit growth and capital efficiency to drive shareholder value. Additionally, these metrics are easily derived from our audited financial statements, which our Compensation Committee believes provides transparency both for our shareholders (as requested from shareholders when we sought feedback) and our executive officers. Our 2023 annual performance program also included a diversity, equity and inclusion (DE&I) performance modifier component. This component could increase or decrease the performance percentage achieved under our annual performance program by up to 10% based on an assessment of our progress related to our DE&I strategy. We calculate the cash bonuses to be paid and restricted stock units to be granted to our executive officers under the annual performance program by multiplying each executive officer’s base salary by his or her target opportunity, multiplying that result by the program performance percentage achieved, and multiplying that result by the DE&I performance modifier. The total payout for each executive officer is limited to 200% of target opportunity.

  68. Performance Metrics

    | PART II - COMPENSATION DISCUSSION AND ANALYSIS | MASCO 2024 |

  69. Performance Metrics

    | Base SalaryX | Target OpportunityX | Financial MetricsX | DE&I Performance Modifier 90% - 110% | = | Annual Performance Percentage | | | | Operating Profit: 70% + Net Sales: 20% + Working Capital: 10% | | | |

  70. Compensation Paid Under the 2023 Annual Performance Program

    Compensation Paid Under the 2023 Annual Performance Program Based on a total performance percentage of 139%, we calculated the actual cash bonuses to be paid and restricted stock units to be granted to our executive officers as follows:

  71. Compensation Paid Under the 2023 Annual Performance Program

    | Name | Amount of Cash Bonus ($) | Value of Restricted Stock Unit Award ($) | Total 2023 Annual Performance Compensation ($) | | Keith J. Allman | 2,658,900 | 3,398,282 | 6,057,182 | | Imran Ahmad | 521,600 | 521,631 | 1,043,231 | | Jai Shah | 642,100 | 642,345 | 1,284,445 | | Kenneth G. Cole | 567,400 | 567,722 | 1,135,122 | | John G. Sznewajs | 766,100 | — | 766,100 | | David A. Chaika | 224,200 | 223,870 | 448,070 |

  72. Compensation Paid Under the 2023 Annual Performance Program

    | • | John Sznewajs’ awards under our 2023 annual performance program were each pro-rated for the portion of 2023 he served as an executive officer. The amount he earned as a restricted stock unit award under our annual performance program was paid to him as a cash equivalent and is reflected in the cash bonus column. |

  73. Compensation Paid Under the 2023 Annual Performance Program

    | • | Richard Westenberg did not participate in our 2023 annual performance program. |

  74. Compensation Paid Under the 2023 Annual Performance Program

    | • | The number of restricted stock units granted is determined by dividing the value of the restricted stock unit award by the closing price of our common stock on the grant date and rounding to the nearest ten shares. If the grant date occurs within ten days prior to the release of our financial results, the grant is effective at the end of the first trading day after the release of our financial results and priced based on the closing price of our common stock on that date. The amount reflected in this column is the value of the restricted stock units on the grant date. These restricted stock units vest in equal installments over three years following the grant date, so our executive officers do not realize the value of these awards until they vest. |

  75. Our Long-Term Incentive Program

    Our Long-Term Incentive Program

  76. Program Opportunities

    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 met or exceeded, the payout percentage is capped at 200% of the target opportunity.

  77. Program Opportunities

    | Name | Target Opportunity Under 2021-2023 LTIP as a % of Annual Base Salary | | Keith J. Allman | 175% | | Jai Shah | 75% | | Kenneth G. Cole | 65% | | John G. Sznewajs | 75% | | David A. Chaika | 50% |

  78. Program Opportunities

    | • | John Sznewajs’ award under our 2021- 2023 LTIP was pro-rated for the portion of 2023 he served as an executive officer. |

  79. Program Opportunities

    | • | Richard Westenberg and Imran Ahmad did not participate in our 2021- 2023 LTIP. |

  80. Performance Metrics

    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 2021-2023 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.

  81. Compensation Paid Under our 2021-2023 LTIP

    Compensation Paid Under our 2021-2023 LTIP The following table reflects the PRSUs granted to our eligible executive officers at the beginning of the 2021-2023 three-year performance period, and the amount of stock earned by those executive officers at the end of the three-year period under our 2021-2023 LTIP. We calculated the number of shares earned by multiplying the number of PRSUs granted to each executive officer at the beginning of the three-year performance period by 60%, which was the performance percentage achieved. The value of the stock earned is based upon the number of shares issued on February 16, 2024, at the closing stock price of our common stock. Based on SEC rules, this component of each executives’ compensation was reflected in our 2021 Summary Compensation Table, the year in which the PRSUs were granted under our 2021-2023 LTIP, assuming the target award would be earned at the end of the three-year period.

  82. Compensation Paid Under our 2021-2023 LTIP

    | Name | 2021-2023 LTIP PRSU Target Grant (#) | Payout Percentage | | 2021-2023 LTIP- Stock Earned (#) | Stock Price on 2/16/2024 ($) | | 2021-2023 LTIP- Stock Earned ($) | | Keith J. Allman | 42,130x | 60% | = | 25,278x | 73.16 | = | 1,849,338 | | Jai Shah | 7,660x | 60% | = | 4,596x | 73.16 | = | 336,243 | | Kenneth G. Cole | 6,090x | 60% | = | 3,654x | 73.16 | = | 267,327 | | John G. Sznewajs | 10,580x | 48.3% | = | 5,107x | 73.16 | = | 373,628 | | David A. Chaika | 2,680x | 60% | = | 1,608x | 73.16 | = | 117,641 |

  83. Compensation Paid Under our 2021-2023 LTIP

    | • | John Sznewajs’ 2021-2023 LTIP payout percentage was pro-rated based on the portion of 2023 he served as an executive officer. |

  84. Compensation Paid Under our 2021-2023 LTIP

    | • | Richard Westenberg and Imran Ahmad did not participate in our 2021-2023 LTIP. |

  85. PRSUs Granted Under the 2023-2025 LTIP

    PRSUs Granted Under the 2023-2025 LTIP The following table reflects the PRSUs granted to our eligible executive officers under the 2023-2025 LTIP. The amounts reflected in the PRSU Grant column are the number of PRSUs granted on February 24, 2023, which we calculated using the the closing price of our stock on the grant date ($52.48) 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, 2025. If the threshold goals are not achieved, our executive officers do not earn a payout. If the maximum goals are met or exceeded, the payout percentage is capped at 200% of the target opportunity.

  86. PRSUs Granted Under the 2023-2025 LTIP

    | Name | Target Opportunity | 2023-2025 LTIP PRSU Target Grant (#) | | Keith J. Allman | 191.7% | 46,550 | | Imran Ahmad | 75% | 7,150 | | Jai Shah | 75% | 8,460 | | Kenneth G. Cole | 70% | 7,070 | | John G. Sznewajs | 90% | 13,750 | | David A. Chaika | 50% | 2,950 |

  87. PRSUs Granted Under the 2023-2025 LTIP

    | • | The grant to Imran Ahmad was in the form of a Phantom PRSUs. Each Phantom PRSU represents the right to receive, if the Compensation Committee determines that the 2023-2025 LTIP performance goals are met following the performance period, a cash amount equal to the fair market value of one share of Company common stock or a share of the Company common stock. |

  88. PRSUs Granted Under the 2023-2025 LTIP

    | PART II - COMPENSATION DISCUSSION AND ANALYSIS | MASCO 2024 |

  89. PRSUs Granted Under the 2023-2025 LTIP

    | • | John Sznewajs’ payout percentage under our 2023-2025 LTIP, if the Compensation Committee determines that the 2023-2025 LTIP performance goals are met following the performance period, will be pro-rated based on the portion of 2023 he served as an executive officer. |

  90. PRSUs Granted Under the 2023-2025 LTIP

    | • | David Chaika will forfeit his 2023-2025 LTIP PRSU grant upon his planned conclusion of service with us on or around April 30, 2024. |

  91. PRSUs Granted Under the 2023-2025 LTIP

    | • | Richard Westenberg did not participate in our 2023- 2025 LTIP. |

  92. Stock Options/SAR Granted in 2023

    Stock Options/SAR Granted in 2023 We grant stock options annually to our executive officers. The value of the stock option grants approximates the restricted stock unit target opportunity for each executive officer under our annual performance program. Our Compensation Committee believes that stock options are an important component of our executive compensation program because they align our executive officers’ long-term interests with those of our shareholders. Because stock options only confer actual value if our stock price appreciates between the grant date and the exercise date, we believe they reinforce the goal of long-term share price appreciation. On February 13, 2023, our Compensation Committee awarded to our eligible executive officers the following stock options that vest in equal installments over three years:

  93. Stock Options/SAR Granted in 2023

    | Name | Stock Options/SAR Awarded (#) | Stock Option/SAR Exercise Price ($) | Value of Stock Options/SAR Awarded ($) | | Keith J. Allman | 144,460 | 56.56 | 2,442,978 | | Imran Ahmad | 22,170 | 56.56 | 374,919 | | Jai Shah | 26,250 | 56.56 | 443,916 | | Kenneth G. Cole | 20,360 | 56.56 | 344,310 | | David A. Chaika | 9,170 | 56.56 | 155,075 |

  94. Stock Options/SAR Granted in 2023

    | • | The stock options reflected in this table were priced based on our closing stock price on February 13, 2023, the date of grant. This column shows the aggregate grant date fair value of the stock options awarded, calculated in accordance with accounting guidance. |

  95. Stock Options/SAR Granted in 2023

    | • | The grant to Imran Ahmad was in the form of SAR, which also vest in installments over three years. During the periods in which the SAR are exercisable, each right will entitle Mr. Ahmad to a cash amount equal to the current market price per share of Company common stock on the date he exercises the SAR less the exercise price of the SAR |

  96. Stock Options/SAR Granted in 2023

    | • | John Sznewajs and Richard Westenberg did not receive a grant of stock options/SAR in 2023. |

  97. Management Transition Compensation Arrangements

    Management Transition Compensation Arrangements In connection with the conclusion of his service as our Vice President, Chief Financial Officer on May 31, 2023, John Sznewajs received (i) a 2023 annual cash bonus payment, pro-rated based on his departure date; (ii) a cash payment equivalent to his target 2023 annual RSU grant, pro-rated based on his departure date, subject to actual performance, and such payment paid out in February 2024; (iii) a share award under each of the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP, the payout for which, if applicable, will be pro-rated based on his departure date; (iv) an extension of the exercise period for his outstanding stock options, from 30 days from his departure date to 90 days from his departure date; and (v) accelerated vesting of 2,644 unvested shares of restricted stock upon his departure. Mr. Sznewajs did not receive a grant of stock options in 2023. In connection with the conclusion of his service as our Interim Chief Financial Officer, there were no changes to David Chaika’s compensation arrangements. In connection with Richard Westenberg’s appointment as our Vice President, Chief Financial Officer, he received a one-time cash sign-on bonus of $950,000 ($380,000 of which was paid in 2023, with the remaining $570,000 paid with the first regularly scheduled payroll date in 2024). In the event of Mr. Westenberg’s voluntary termination of his employment with the company or termination for cause, within one year of receiving the cash bonus, Mr. Westenberg shall reimburse the company for the full amount within 45 days after his employment concludes. In addition, Mr. Westenberg received an initial RSU grant with a value of $2,000,000 that will vest ratably over three years beginning in February 2025. Mr. Westenberg is eligible to participate in our annual performance program and our LTIP beginning with the 2024 performance periods (his target opportunity under each of these programs is 80% of his annual base salary), and to receive a grant of stock options beginning in February 2024. He did not participate in our 2023 annual performance program or our 2023-2025 LTIP, and he did not receive a grant of stock options in 2023. Mr. Westenberg is also eligible to receive other employee benefits consistent with those provided to other similarly situated employees. In connection with Imran Ahmad’s appointment as our Group President, he was a participant in our 2023 annual performance program and our 2023-2025 LTIP (his target opportunity under each of these programs is 75% of his annual base salary). In addition, in 2023, Mr. Ahmad received a SAR grant with a value of $375,000.

  98. Our Equity Awards Have Double-Trigger Change of Control Provisions

    Our Equity Awards Have Double-Trigger Change of Control Provisions Upon a change of control of our Company, our unvested equity awards will vest only if the recipient of the award:

  99. Our Equity Awards Have Double-Trigger Change of Control Provisions

    | • | is terminated from employment at the time of the change in control or within two years after the change in control; |

  100. Our Equity Awards Have Double-Trigger Change of Control Provisions

    | • | terminates employment for good reason (for example, if his or her job duties have been significantly diminished); or |

  101. Our Equity Awards Have Double-Trigger Change of Control Provisions

    | • | does not receive comparable replacement awards by the acquiring company. |

  102. Our Compensation Programs Encourage Executive Retention and Protect Us

    | • | forfeit unvested awards of restricted stock and restricted stock units, stock options and PRSUs if their employment terminates prior to being retirement eligible under the applicable award agreement; |

  103. We Do Not Have Employment Agreements or Change in Control Agreements

    We Do Not Have Employment Agreements or Change in Control Agreements Our executive officers do not have employment agreements and are “at-will” employees who may be terminated at our discretion. Our executive officers also do not have change in control agreements. For further discussion regarding change in control, see “Payment Upon Change in Control” below. At our discretion, we may enter into severance arrangements or arrangements for an executive officer’s service following termination of employment. Such arrangements may include continued vesting of equity awards that would otherwise be forfeited, as well as provisions restricting competitive activities following termination and a release of any claims. In connection with John Sznewajs’ conclusion of service as our Vice President, Chief Financial Officer, we entered into a severance and release agreement, dated as of May 31, 2023 and amended and restated as of December 31, 2023 (the “Sznewajs Agreement”). The Sznewajs Agreement provides that Mr. Sznewajs is eligible to receive (i) 2023 annual cash bonus payment, pro-rated based on his departure date; (ii) a cash payment equivalent to his target 2023 annual RSU grant, pro-rated based on his departure date, subject to actual performance, and such payment to be paid out in February 2024; (iii) a share award under each of the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP, pro-rated based on his departure date; (iv) an extension of the exercise period for his outstanding stock options, from 30 days from his departure date to 90 days from his departure date; and (v) accelerated vesting of 2,644 unvested shares of restricted stock he holds.

  104. We Do Not Have Employment Agreements or Change in Control Agreements

    | MASCO 2024 | PART II - COMPENSATION DISCUSSION AND ANALYSIS |

  105. OUR ANNUAL COMPENSATION REVIEW PROCESS

    OUR ANNUAL COMPENSATION REVIEW PROCESS We review and make decisions regarding the amount of eligible annual restricted stock units, cash bonus payments and LTIP PRSU grants early in the applicable performance period. We believe that considering these elements of compensation together with our stock option grants gives us a strong foundation for establishing our performance criteria and opportunity levels for the performance period. This approach enables our Compensation Committee to holistically consider our executive officers’ compensation mix and to consider the inputs gathered through our annual talent management review.

  106. Our Peer Group

    Our Peer Group Given the many and diverse businesses we operate, the composition of an appropriate peer group is challenging. Our Compensation Committee annually considers the composition of our peer group and believes that our current peer group reflects the companies we compete with for executive talent and that have a range of annual revenues and business and operational characteristics similar to ours. Our current peer group is as follows:

  107. Our Peer Group

    | Dover Corporation | PPG Industries, Inc. | | Fortive Corp. | RPM International Inc. | | Fortune Brands Innovations, Inc. | Snap-on Incorporated | | Illinois Tool Works Inc. | Stanley Black & Decker, Inc. | | Leggett & Platt, Incorporated | The Sherwin-Williams Company | | Mohawk Industries, Inc. | Trane Technologies plc | | Newell Rubbermaid Inc. | Whirlpool Corporation | | Owens Corning | Xylem Inc. | | Pentair plc | |

  108. Pay-for-Performance Alignment

    Pay-for-Performance Alignment Our Compensation Committee reviews the overall pay-for-performance alignment of our CEO’s compensation compared to our peer group over a three-year period. During 2023, our Compensation Committee reviewed data showing that our total shareholder return was at the 29th percentile of our peers for the three-year period ended December 31, 2022. Our CEO’s realizable compensation was at the 41st percentile of our peer group during this three-year period. We defined realizable compensation as the sum of salary, actual cash bonus payments and the value of equity awards based on our stock price as of December 31, 2022. Based on its analysis, the Compensation Committee believes there is alignment between our CEO’s realizable compensation and our total shareholder return.

  109. Market Data

    Market Data We believe understanding market data allows us to attract and retain the talent we need, while enabling us to manage our compensation expense. Our Compensation Committee reviews compensation for each of our executive officers with AonHewitt’s, Mercer’s and WTW’s published compensation surveys and, secondarily, with compensation information disclosed in the proxy statements of our peer group. When we achieve targeted levels of performance, our executive compensation program seeks to provide total target compensation (base salary, target annual bonus and the target value of long-term incentives) at approximately the median compensation level provided to executives in comparable positions at these companies. While our Compensation Committee generally targets total compensation for each executive officer at the median, it considers other factors, such as performance, the officer’s roles and responsibilities and the length of time the officer has served in the current position.

  110. Tally Sheets

    Tally Sheets Finally, our Compensation Committee reviews a tally sheet that summarizes the various components of total compensation for our executive officers and other members of management. The tally sheet includes base salary, salary earned, annual equity award and cash bonus payment, LTIP payout, stock options, dividends on unvested restricted stock, and our costs for perquisites and other benefits, including the annual costs under retirement plans. The tally sheet allows our Compensation Committee to compare an executive officer’s compensation with the compensation of our other executive officers as part of its consideration of internal and external pay competitiveness. Amounts actually realized by an executive officer from prior equity grants are not necessarily a factor in establishing current compensation, although, the current value of outstanding equity awards may be considered by our Compensation Committee when assessing pay competitiveness.

  111. Retention of Discretion by our Compensation Committee

    Retention of Discretion by our Compensation Committee Our approach to executive compensation emphasizes corporate rather than individual performance, reflecting our operating strategy that encourages collaboration and cooperation among our businesses and corporate functions. We believe that the effectiveness of our executive compensation programs requires not only objective, formula-based arrangements but also the exercise of discretion and sound business judgment by our Compensation Committee. Accordingly, our Compensation Committee retains discretion to adjust the mix of cash and equity compensation, adjust the mix of restricted stock units and stock options awarded and offer different forms of equity-based compensation. In addition to granting restricted stock units based on prior year performance, our Compensation Committee also has the discretion to award time-based restricted stock units to our executive officers, other than our CEO, if it determines that an executive officer has made outstanding individual contributions during the prior year. The total value of these awards cannot exceed 20% of the combined annual base salaries of the executive officers (excluding the salary of our CEO). No discretionary awards were made in 2023.

  112. Outside Compensation Consultant

    Outside Compensation Consultant Our Compensation Committee has engaged Semler Brossy as its compensation consultant. Semler Brossy was chosen by our Compensation Committee based on its deep experience in the area of executive compensation and its creative and proactive approach in analyzing executive compensation practices and programs. During 2023, Semler Brossy attended Compensation Committee meetings, met with our Compensation Committee in executive sessions without our executive officers or other members of management, and met individually with our Compensation Committee members and our Compensation Committee Chair. Semler Brossy advised our Compensation Committee on its overall implementation of our compensation objectives, on our peer group, on director compensation practices and on the compensation for our executive officers, including performing a competitive analysis of CEO and CFO pay

  113. Outside Compensation Consultant

    | MASCO 2024 | PART II - COMPENSATION DISCUSSION AND ANALYSIS |

  114. Outside Compensation Consultant

    levels within our peer group, as well as for similarly situated companies outside of that group. After considering the factors promulgated by the SEC for assessing the independence of its advisers, our Compensation Committee has determined that the work of Semler Brossy has not raised any conflict of interest.

  115. ACCOUNTING CONSIDERATIONS

    ACCOUNTING CONSIDERATIONS Our Compensation Committee considers the accounting treatment of various elements of our executive compensation program. We issue stock-based incentives in various forms to our executive officers. Outstanding stock-based incentives were in the form of restricted stock units, performance restricted stock units, stock options, restricted stock awards, phantom restricted stock units, phantom performance restricted stock units and stock appreciation rights. We follow the FASB ASC Topic 718 for our stock-based compensation awards. We measure compensation expense for restricted stock units and restricted stock awards at the market price of our common stock at the grant date. We measure compensation expense for performance restricted stock units and phantom performance restricted stock units at the expected payout of the awards. We measure compensation expense for stock options using a Black-Scholes option pricing model. We initially measure compensation expense for phantom restricted stock units at the market price of our common stock at the grant date and we remeasure and adjust at the end of each reporting period until the awards are fully vested. We initially measure compensation expense for stock appreciation rights using a Black-Scholes option pricing model at the grant date and we remeasure and adjust at the end of each reporting period until the stock appreciation rights are exercised or expire.

  116. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table reports compensation earned during the years indicated by Keith Allman, our principal executive officer, Richard Westenberg, our principal financial officer, Imran Ahmad, Jai Shah, Kenneth Cole, our three other most highly compensated executive officers in 2023, John Sznewajs, our former Vice President, Chief Financial Officer and David Chaika, who served as our Interim Chief Financial Officer for a portion of 2023. We refer to the individuals listed in the table collectively as our “executive officers.” 2023 SUMMARY COMPENSATION TABLE

  117. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year (e) | Salary ($) (f) | Bonus ($) (g) | Stock Awards ($) (h) | Option/SAR Awards ($) (i) | Non-Equity Incentive Plan Compensation ($) (j) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (k) | All Other Compensation ($) (l) | Total ($) | | Keith J. Allman President and Chief Executive Officer | 2023 | 1,274,354 | — | 5,876,604 | 2,442,978 | 2,658,900 | 8,768 | 214,777 | 12,476,381 | | | 2022 | 1,274,354 | — | 2,443,149 | 2,442,962 | — | — | 100,763 | 6,261,228 | | | 2021 | 1,274,354 | — | 6,043,341 | 2,230,172 | 3,268,700 | — | 594,207 | 13,410,774 | | Richard J. Westenberg Vice President, Chief Financial Officer (a) | 2023 | 153,366 | 380,000 | 1,999,962 | — | — | — | 3,164 | 2,536,492 | | Imran Ahmad Group President (b) | 2023 | 442,318 | — | 902,297 | 374,919 | 521,600 | — | 451,435 | 2,692,569 | | Jai Shah Group President | 2023 | 609,596 | — | 1,092,755 | 443,916 | 642,100 | 2,920 | 81,268 | 2,872,555 | | | 2022 | 587,256 | — | 430,070 | 429,861 | — | — | 29,300 | 1,476,487 | | | 2021 | 565,344 | — | 1,159,015 | 405,560 | 753,500 | — | 137,874 | 3,021,293 | | Kenneth G. Cole Vice President, General Counsel and Secretary | 2023 | 569,530 | — | 944,128 | 344,310 | 567,400 | — | 78,062 | 2,503,430 | | | 2022 | 525,081 | — | 332,100 | 331,925 | — | — | 30,500 | 1,219,606 | | | 2021 | 507,036 | — | 890,184 | 322,271 | 567,600 | — | 128,532 | 2,415,623 | | John G. Sznewajs Former Vice President, Chief Financial Officer (c) | 2023 | 332,994 | — | 732,050 | — | 766,100 | 295,097 | 12,467 | 2,138,708 | | | 2022 | 795,442 | — | 698,517 | 698,743 | — | — | 20,500 | 2,213,202 | | | 2021 | 769,190 | — | 1,556,085 | 559,891 | 995,800 | — | 191,953 | 4,072,919 | | David A. Chaika Former Interim Chief Financial Officer (d) | 2023 | 319,322 | — | 380,928 | 155,075 | 224,200 | — | 38,319 | 1,117,844 |

  118. SUMMARY COMPENSATION TABLE

    Row (a): Richard Westenberg’s service as our Vice President, Chief Financial Officer commenced on October 16, 2023. Row (b): Imran Ahmad’s service as our Group President commenced on February 13, 2023. Row (c): John Sznewajs’ service as our Vice President, Chief Financial Officer concluded upon his retirement on May 31, 2023.

  119. SUMMARY COMPENSATION TABLE

    | MASCO 2024 | PART III - COMPENSATION OF EXECUTIVE OFFICERS |

  120. SUMMARY COMPENSATION TABLE

    Row (d): David Chaika served as our Interim Chief Financial Officer from June 1, 2023 to October 15, 2023. Mr. Chaika’s compensation did not change in connection with his appointment as our Interim Chief Financial Officer or upon his conclusion of service as such. Year (column e): Information is only provided for the year(s) in which the individual served as an executive officer of our Company. Salary (column f): Salary includes amounts voluntarily deferred by each executive officer as salary reductions under our 401(k) Savings Plan. Bonus (column g): This column reports cash and non-cash bonuses awarded outside of our incentive compensation programs. In 2023, Richard Westenberg was awarded a $950,000 cash sign-on bonus in connection with his appointment as our Vice President, Chief Financial Officer, effective October 16, 2023, of which $380,000 was paid in 2023. Stock Awards (column h): This column reports grants of restricted stock units for the applicable performance year, grants of PRSUs made in 2023 under our LTIP and any other grants of stock, if applicable, as follows: 2023 STOCK AWARDS

  121. SUMMARY COMPENSATION TABLE

    | Name | Restricted Stock Units Granted Under Our 2023 Annual Performance Program ($) | Performance-Based Restricted Stock Units Granted Under Our 2023-2025 LTIP ($) | Other Grants of Restricted Stock Units ($) | Total ($) | | Keith J. Allman | 3,398,282 | 2,478,322 | — | 5,876,604 | | Richard J. Westenberg | — | — | 1,999,962 | 1,999,962 | | Imran Ahmad | 521,631 | 380,666 | — | 902,297 | | Jai Shah | 642,345 | 450,410 | — | 1,092,755 | | Kenneth G. Cole | 567,722 | 376,407 | — | 944,128 | | John G. Sznewajs | — | 732,050 | — | 732,050 | | David A. Chaika | 223,870 | 157,058 | — | 380,928 |

  122. SUMMARY COMPENSATION TABLE

    | • | The amounts reflected in the Restricted Stock Units Granted Under Our 2023 Annual Performance Program column above and in the Stock Awards column (h) of the Summary Compensation Table are the estimated grant date fair value of the award opportunity for the applicable performance year, even though the award is not granted until the following year. Although the SEC rules require the estimated fair value to be based on the probable outcome of the performance or service award at the grant date, the Stock Awards column (h) reflects the actual awards for the 2023, 2022 and 2021 performance year, as applicable, since the grant date for the award occurred when the award was actually determined in early 2024, 2023 and 2022, respectively. The threshold, target and maximum dollar values applicable to 2023 performance are reported in the 2023 Grants of Plan-Based Awards Table below. Our executive officers realize the value of awards upon vesting, when the shares are issued. RSUs vest in three equal installments over a three-year vesting period following the grant date. |

  123. SUMMARY COMPENSATION TABLE

    | • | The amounts reflected in the Performance-Based Restricted Stock Units Granted Under Our 2023-2025 LTIP column above and in the Stock Awards column (h) of the Summary Compensation Table are based upon the number of PRSUs granted on February 24, 2023 under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The value of the award assuming that the maximum goal under our LTIP is achieved or exceeded, is: $4,956,644 for Keith Allman; $761,332 for Imran Ahmad; $900,820 for Jai Shah; $752,814 for Kenneth Cole; $1,464,100 for John Sznewajs; and $314,116 for David Chaika. The actual number of shares of stock awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Mr. Westenberg did not participate in the 2023-2025 LTIP. Mr. Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024. |

  124. SUMMARY COMPENSATION TABLE

    | • | The amount reflected in the Other Grants of Restricted Stock Units column above and in the Stock Awards column (h) of the Summary Compensation Table is an initial grant of RSUs to Richard Westenberg in connection with his |

  125. SUMMARY COMPENSATION TABLE

    | PART III - COMPENSATION OF EXECUTIVE OFFICERS | MASCO 2024 |

  126. SUMMARY COMPENSATION TABLE

    | appointment as our Vice President, Chief Financial Officer. We valued the RSUs at $52.52 per share, the closing price of our stock on October 16, 2023, the grant date. The RSUs vest in three equal installments over a three-year vesting period following the grant date. |

  127. SUMMARY COMPENSATION TABLE

    Option/SAR Awards (column i): This column reports the aggregate grant date fair value of the award, calculated in accordance with accounting guidance. In determining the grant date fair value, we used the same assumptions that can be found in the notes to our financial statements included in our Annual Report on Form 10-K for the corresponding year. These amounts do not correspond to the actual value the executive officer will realize, which will depend on overall market conditions, the future performance of our common stock and the timing of exercise of the option/SAR. Non-Equity Plan Incentive Compensation (column j): The amounts reported in this column reflect the annual performance-based cash bonuses that were earned for the year indicated, based on the achievement of performance targets as described in the CD&A above. Change in Pension Value & Nonqualified Deferred Compensation Earnings (column k): This column reports changes in the sum of year-end pension values, which reflect actuarial factors and variations in interest rates used to calculate present values. Increases in pension values do not represent increased benefit accruals, since benefits in our domestic defined benefit plans were frozen effective January 1, 2010. These values were obtained by comparing the present value of accumulated benefits for December 31 of the year indicated (shown for 2023 in the “2023 Pension Plan Table”) to the comparable amount for the prior year. We calculated the pension values for each of 2023, 2022 and 2021, as applicable, using the same assumptions that can be found in the notes to our financial statements included in our Annual Report on Form 10-K for the corresponding years. The 2023 Summary Compensation Table shows no increases for 2022 and 2021, since all values decreased due to the effect of rising interest rate assumptions used in the calculations. All Other Compensation (column l): We provided our executive officers with the following other benefits in 2023: 2023 ALL OTHER COMPENSATION

  128. SUMMARY COMPENSATION TABLE

    | Name | Profit Sharing and 401(k) Matching Contributions ($) | Financial Planning Expense ($) | Personal Use of Company Aircraft ($) | Relocation Benefits ($) | Total ($) | | Keith J. Allman | 124,448 | 10,000 | 80,329 | — | 214,777 | | Richard J. Westenberg | — | 3,164 | — | — | 3,164 | | Imran Ahmad | 72,864 | 10,000 | — | 368,571 | 451,435 | | Jai Shah | 71,268 | 10,000 | — | — | 81,268 | | Kenneth G. Cole | 68,062 | 10,000 | — | — | 78,062 | | John G. Sznewajs | 2,467 | 10,000 | — | — | 12,467 | | David A. Chaika | 38,319 | — | — | — | 38,319 |

  129. SUMMARY COMPENSATION TABLE

    | • | The amounts reflected in the Profit Sharing and 401(k) Matching Contributions column include contributions under the 401(k) Savings Plan and the portions of the Benefit Restoration Plan applicable to that plan. |

  130. SUMMARY COMPENSATION TABLE

    | • | In connection with his appointment as our Group President in February 2023, Imran Ahmad was provided with a relocation benefit that included reimbursement for certain moving expenses and incidental costs related to his relocation. |

  131. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information about:

  132. GRANTS OF PLAN-BASED AWARDS

    | • | the potential payouts available to our eligible executive officers under our 2023 annual performance-based cash bonus and restricted stock unit award opportunity; |

  133. GRANTS OF PLAN-BASED AWARDS

    | • | the potential payouts available to our eligible executive officers under our 2023-2025 LTIP; |

  134. GRANTS OF PLAN-BASED AWARDS

    | MASCO 2024 | PART III - COMPENSATION OF EXECUTIVE OFFICERS |

  135. GRANTS OF PLAN-BASED AWARDS

    | • | the grants of PRSUs we made in 2023 under our 2023-2025 LTIP; |

  136. GRANTS OF PLAN-BASED AWARDS

    | • | other grants of RSUs we made in 2023; and |

  137. GRANTS OF PLAN-BASED AWARDS

    | • | the grants of stock options/SAR we made in 2023. |

  138. GRANTS OF PLAN-BASED AWARDS

    Our CD&A above describes our annual performance-based cash bonus and restricted stock unit award opportunities, performance targets, our LTIP and grants of stock options/SAR. 2023 GRANTS OF PLAN-BASED AWARDS

  139. GRANTS OF PLAN-BASED AWARDS

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (a) (#) | All Other Option/ SAR Awards: Number of Securities Underlying Options/ SAR (b) (#) | Exercise or Base Price of Option/ SAR Awards ($ Per Share) | Grant Date Fair Value of Stock and Option/ SAR Awards ($) (c) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Threshold ($) | Target ($) | Maximum ($) | | | | | | Keith J. Allman | N/A-1 | 382,306 | 1,911,530 | 3,823,060 | | | | | | | | | | | | | 2/24/2023 | | | | — | 46,550 | 93,100 | | | | 46,550 | | | 2,478,322 | | | N/A-2 | | | | | | | 488,587 | 2,442,935 | 4,885,870 | | | | | | | 2/13/2023 | | | | | | | | | | | 144,460 | 56.56 | 2,442,978 | | Richard J. Westenberg | 10/16/2023 | | | | | | | | | | 38,080 | | | 1,999,962 | | Imran Ahmad | N/A-1 | 75,000 | 375,000 | 750,000 | | | | | | | | | | | | | 2/24/2023 | | | | — | 7,150 | 14,300 | | | | 7,150 | | | 380,666 | | | N/A-2 | | | | | | | 75,000 | 375,000 | 750,000 | | | | | | | 2/13/2023 | | | | | | | | | | | 22,170 | 56.56 | 374,919 | | Jai Shah | N/A-1 | 92,325 | 461,627 | 923,254 | | | | | | | | | | | | | 2/24/2023 | | | | — | 8,460 | 16,920 | | | | 8,460 | | | 450,410 | | | N/A-2 | | | | | | | 88,774 | 443,872 | 887,744 | | | | | | | 2/13/2023 | | | | | | | | | | | 26,250 | 56.56 | 443,916 | | Kenneth G. Cole | N/A-1 | 81,586 | 407,930 | 815,860 | | | | | | | | | | | | | 2/24/2023 | | | | — | 7,070 | 14,140 | | | | 7,070 | | | 376,407 | | | N/A-2 | | | | | | | 74,169 | 370,844 | 741,688 | | | | | | | 2/13/2023 | | | | | | | | | | | 20,360 | 56.56 | 344,310 | | John G. Sznewajs | N/A-1 | 120,248 | 601,238 | 1,202,476 | | | | | | | | | | | | | 2/24/2023 | | | | — | 13,750 | 27,500 | | | | 13,750 | | | 732,050 | | | N/A-2 | | | | | | | 144,297 | 721,486 | 1,442,972 | | | | | | David A. Chaika | N/A-1 | 32,242 | 161,210 | 322,420 | | | | | | | | | | | | | 2/24/2023 | | | | — | 2,950 | 5,900 | | | | 2,950 | | | 157,058 | | | N/A-2 | | | | | | | 31,002 | 155,009 | 310,018 | | | | | | | 2/13/2023 | | | | | | | | | | | 9,170 | 56.56 | 155,075 |

  140. GRANTS OF PLAN-BASED AWARDS

    Estimated Future Payouts Under Non-Equity Incentive Plan Awards: The amounts that correspond to grant date “N/A-1” reflect the threshold, target, and maximum opportunities under our 2023 annual performance-based cash bonus program described in our CD&A. The resulting cash bonus payments were made in February 2024 and are reported in the 2023 Summary Compensation Table above. Estimated Future Payouts Under Equity Incentive Plan Awards:

  141. GRANTS OF PLAN-BASED AWARDS

    | • | The amounts that correspond to grant date “02/24/2023” reflect the threshold, target, and maximum opportunities under our LTIP relating to the 2023-2025 performance period. On February 24, 2023, our executive officers received grants of PRSUs under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The actual number of shares awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Richard Westenberg did not participate in our LTIP relating to the 2023-2025 performance period. John Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024. |

  142. GRANTS OF PLAN-BASED AWARDS

    | PART III - COMPENSATION OF EXECUTIVE OFFICERS | MASCO 2024 |

  143. GRANTS OF PLAN-BASED AWARDS

    | • | The amounts that correspond to grant date “N/A-2” reflect the threshold, target and maximum opportunities for the equity portion of our 2023 annual performance program described in our CD&A. The resulting awards of RSUs were made in February 2024 and are reported in the 2023 Summary Compensation Table above. Richard Westenberg did not participate in our 2023 annual performance program. John Sznewajs’s award was pro-rated based on the portion of 2023 he served as an executive officer. |

  144. GRANTS OF PLAN-BASED AWARDS

    All Other Stock Awards (column a): The amount that corresponds to grant date “10/16/2023” for Richard Westenberg reflects an initial grant of RSUs made to Mr. Westenberg in connection with his appointment as our Vice President, Chief Financial Officer. All Other Option/SAR Awards (column b): These amounts reflect the number of stock options, and, in the case of Imran Ahmad, SAR, granted to each executive officer on February 13, 2023. The stock options/SAR granted vest in three equal installments over a three-year period and remain exercisable until ten years from the date of grant. Grant Date Fair Value of Stock and Option/SAR Awards (column c):

  145. GRANTS OF PLAN-BASED AWARDS

    | • | The amounts that correspond to grant date “02/24/2023” are based upon the number of PRSUs granted on February 24, 2023 under our LTIP, based on the assumption that the target award would be earned at the end of the three-year performance period. We valued the PRSUs at $53.24 per share, the closing price of our stock on May 10, 2023, the date that the Compensation Committee established the 2023-2025 LTIP metrics and targets. The actual number of shares awarded, if any, will be determined after the three-year performance period concludes on December 31, 2025. Richard Westenberg did not participate in our 2023-2025 LTIP. John Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. Mr. Chaika will forfeit his award upon his planned conclusion of service with us on or about April 30, 2024. |

  146. GRANTS OF PLAN-BASED AWARDS

    | • | The amounts that correspond to grant date “2/13/2023” reflect the grant date fair value of the stock option, and, in the case of Imran Ahmad, SAR, award on February 13, 2023, which is determined in accordance with accounting guidance. Richard Westenberg did not receive a grant of stock options or SAR in 2023. Regardless of the value placed on a stock option/SAR on the grant date, the actual value of the option will depend on the market value of our common stock at a future date when the option/SAR is exercised. |

  147. GRANTS OF PLAN-BASED AWARDS

    | • | The amount that corresponds to grant date “10/16/2023” reflects the grant date fair value of the RSU award made to Richard Westenberg on October 16, 2023 in connection with his appointment as our Vice President, Chief Financial Officer. |

  148. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END We make equity grants pursuant to our 2014 Long Term Stock Incentive Plan. The following table shows, for each executive officer as of December 31, 2023:

  149. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | each vested and unvested stock options/SAR outstanding; |

  150. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the aggregate number of unvested shares, RSUs and phantom RSUs; |

  151. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the market value of unvested shares, RSUs and phantom RSUs based on the closing price of our common stock on December 31, 2023, which was $66.98 per share; |

  152. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the aggregate number of PRSUs and phantom PRSUs granted under our 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP; and |

  153. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the market value of those PRSUs and phantom PRSUs based on the closing price of our common stock on December 31, 2023. |

  154. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Our executive officers have sole voting, but no investment power, over unvested restricted stock awards and have neither voting nor investment power over unvested restricted stock units or unexercised stock options.The value each executive officer will realize when the shares, RSUs or phantom RSUs vest will depend on the value of our common stock on the vesting date.

  155. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | MASCO 2024 | PART III - COMPENSATION OF EXECUTIVE OFFICERS |

  156. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  157. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option/SAR Awards | | | | | Stock Awards | | | | | Name | Original Grant Date (a) | Number of Securities Underlying Unexercised Options/SAR Exercisable (#) | Number of Securities Underlying Unexercised Options/SAR Unexercisable (#) | Option/ SAR Exercise Price ($) | Option/ SAR Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (b) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | Keith J. Allman | | | | | | 78,166 | 5,235,559 | 132,820 | 8,896,284 | | | 02/10/2016 | 206,250 | — | 25.51 | 02/10/2026 | | | | | | | 02/10/2017 | 173,250 | — | 33.75 | 02/10/2027 | | | | | | | 02/09/2018 | 133,464 | — | 42.13 | 02/09/2028 | | | | | | | 02/07/2019 | 136,344 | 45,448 | 35.52 | 02/07/2029 | | | | | | | 02/11/2020 | 193,260 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 109,247 | 54,623 | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 55,543 | 111,087 | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | — | 144,460 | 56.56 | 02/13/2033 | | | | | | Richard J. Westenberg | | | | | | 38,080 | 2,550,598 | — | — | | Imran Ahmad | | | | | | — | — | 7,150 | 478,907 | | | 02/13/2023 | — | 22,170 | 56.56 | 02/13/2033 | | | | | | Jai Shah | | | | | | 15,610 | 1,045,558 | 23,890 | 1,600,152 | | | 02/11/2015 | 3,422 | — | 22.92 | 02/11/2025 | | | | | | | 02/10/2016 | 12,700 | — | 25.51 | 02/10/2026 | | | | | | | 02/10/2017 | 15,720 | — | 33.75 | 02/10/2027 | | | | | | | 02/09/2018 | 22,490 | — | 42.13 | 02/09/2028 | | | | | | | 02/07/2019 | 35,760 | 8,940 | 35.52 | 02/07/2029 | | | | | | | 02/11/2020 | 36,910 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 19,867 | 9,933 | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 9,773 | 19,547 | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | — | 26,250 | 56.56 | 02/13/2033 | | | | | | Kenneth G. Cole | | | | | | 11,739 | 786,278 | 19,160 | 1,283,337 | | | 02/11/2015 | — | — | 22.92 | 02/11/2025 | | | | | | | 02/10/2016 | 33,750 | — | 25.51 | 02/10/2026 | | | | | | | 02/10/2017 | 27,790 | — | 33.75 | 02/10/2027 | | | | | | | 02/09/2018 | 24,110 | — | 42.13 | 02/09/2028 | | | | | | | 02/07/2019 | 27,576 | 6,894 | 35.52 | 02/07/2029 | | | | | | | 02/11/2020 | 29,330 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 15,787 | 7,893 | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 7,547 | 15,093 | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | — | 20,360 | 56.56 | 02/13/2033 | | | | | | John G. Sznewajs | | | | | | 17,857 | 1,196,062 | 36,950 | 2,474,911 | | | 02/11/2020 | 51,550 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 27,427 | 13,713 | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 15,887 | 31,773 | 59.15 | 02/08/2032 | | | | | | David A. Chaika | | | | | | 5,103 | 341,799 | 8,340 | 558,613 | | | 02/07/2019 | 9,632 | 2,408 | 35.52 | 02/07/2029 | | | | | | | 02/11/2020 | 12,890 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 6,940 | 3,470 | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 3,413 | 6,827 | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | — | 9,170 | 56.56 | 02/13/2033 | | | | |

  158. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | PART III - COMPENSATION OF EXECUTIVE OFFICERS | MASCO 2024 |

  159. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Option/SAR Awards (column a): The awards reflected in this table granted prior to 2020 vest in five equal annual installments commencing in the year following the year of grant. The awards granted in and after 2020 vest in three equal annual installments commencing in the year following the year of grant. Stock Awards (column b): This column reflects unvested restricted stock awards and units. The RSUs vest in three equal installments commencing in the year following the year of grant. Restricted stock awards granted in 2019 and earlier vest in five equal annual installments commencing in the year following the year of grant. The award granted to Imran Ahmad was in the form of a phantom RSU. Stock Awards (column c): This column reflects PRSUs that were granted under our 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP, as applicable. The number of PRSUs granted was based upon an assumption that the target award would be earned at the end of the three-year performance period. The actual number of shares awarded, if any, is determined after the three-year performance period concludes. The grant to Imran Ahmad was in the form of a phantom PRSU. Richard Westenberg did not participate in our 2023-2025 LTIP. Imran Ahmad did not participate in our 2023-2025 LTIP or our 2022-2024 LTIP. John Sznewajs’ award, if applicable, will be pro-rated based on the portion of 2023 he served as an executive officer. David Chaika will forfeit his award related to our 2022-2024 LTIP and our 2023-2025 LTIP upon his planned conclusion of service with us on or about April 30, 2024.

  160. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows the number of shares acquired, and the value realized, by each of our executive officers during 2023, in connection with the exercise of stock options and the vesting of restricted stock previously awarded to each executive officer. 2023 OPTIONS EXERCISED AND STOCK VESTED

  161. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Keith J. Allman | 389,935 | 12,549,163 | 200,690 | 11,023,126 | | Richard J. Westenberg | — | — | — | — | | Imran Ahmad | — | — | 12,455 | 670,878 | | Jai Shah | — | — | 39,106 | 2,145,763 | | Kenneth G. Cole | 27,043 | 1,069,727 | 30,483 | 1,674,203 | | John G. Sznewajs | 344,884 | 9,762,675 | 55,702 | 3,041,531 | | David A. Chaika | — | — | 13,195 | 725,297 |

  162. CEO PAY RATIO

    CEO PAY RATIO To identify our median employee for purposes of the pay ratio disclosure, we reviewed the annual base salaries for all persons who were employed by us on October 1, 2023, excluding approximately 180 employees of Sauna360 Group Oy, which we acquired in 2023, and excluding Mr. Allman, our President and CEO. We included persons employed on a full-time, part-time, seasonal or temporary basis and did not make any estimates, assumptions or adjustments to any annual base salaries. We calculated annual total compensation for our median employee using the same methodology we used for our executive officers as set forth in the above 2023 Summary Compensation Table. The total compensation of the median employee was $56,636, including wages, overtime pay, non-equity incentive program pay and company 401(k) match. The annual total compensation of our CEO was $12,476,381. The resulting pay ratio is 220:1.

  163. CEO PAY RATIO

    | MASCO 2024 | PART III - COMPENSATION OF EXECUTIVE OFFICERS |

  164. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table reflects compensation “actually paid” (as defined in the applicable SEC rules) to our Principal Executive Officer (PEO) and our non-PEO executive officers. Our Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our executive officers. For a complete discussion of our executive compensation program, refer to the CD&A section above. 2023 PAY VERSUS PERFORMANCE TABLE

  165. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (b) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (b) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) ($) (d) | Company Selected Measure | | | | | | | Masco Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (c) | | Operating Profit (in millions) ($) (e) | | 2023 | 12,476,381 | 17,142,621 | 2,310,266 | 2,938,306 | 150 | 123 | 908 | 1,358 | | 2022 | 6,261,228 | (7,130,941) | 1,614,199 | (1,055,881) | 102 | 104 | 844 | 1,334 | | 2021 | 13,410,774 | 30,690,004 | 3,190,993 | 6,693,250 | 150 | 147 | 410 | 1,412 | | 2020 | 14,001,941 | 18,754,175 | 3,581,869 | 4,263,007 | 116 | 120 | 1,224 | 1,306 |

  166. PAY VERSUS PERFORMANCE

    Year (column a) : For each year listed, our PEO is Keith Allman. For 2020-2022, our non-PEO executive officers are John Sznewajs, Richard O’Reagan, Jai Shah and Kenneth Cole. For 2023, our non-PEO executive officers are Richard Westenberg, Imran Ahmad, Jai Shah, Kenneth Cole, John Sznewajs and David Chaika. Compensation “Actually Paid” to PEO and Average Compensation “Actually Paid” to Non-PEO executive officers (columns b): The compensation “actually paid” to our PEO and our non-PEO executive officers reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2023, 2022, 2021 and 2020:

  167. PAY VERSUS PERFORMANCE

    | | PEO | Average of Non-PEOs | | Total Reported in 2023 Summary Compensation Table | 12,476,381 | 2,310,266 | | Less, grant date fair value of equity awards reported in the 2023 Summary Compensation Table | (8,319,582) | (1,228,390) | | Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2023 Summary Compensation Table | (8,768) | (49,671) | | Plus, year-end fair value of equity awards granted in 2023 that are unvested and outstanding, as of 2023 year-end | 7,016,448 | 1,284,267 | | Plus, change in the fair value as of 2023 year end for equity awards granted in prior years that are unvested and outstanding | 3,981,180 | 418,608 | | Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2023 | 1,893,102 | 222,782 | | Less, fair value of equity awards forfeited in 2023 | — | (34,101) | | Plus, dividends earned during 2023 on unvested equity awards | 103,860 | 14,545 | | Total Adjustments | 4,666,240 | 628,040 | | Actual Compensation Paid for Fiscal Year 2023 | 17,142,621 | 2,938,306 |

  168. PAY VERSUS PERFORMANCE

    | | PEO | Average of Non-PEOs | | Total Reported in 2022 Summary Compensation Table | 6,261,228 | 1,614,199 | | Less, grant date fair value of equity awards reported in the 2022 Summary Compensation Table | (4,886,111) | (956,181) | | Plus, year-end fair value of equity awards granted in 2022 that are unvested and outstanding, as of 2022 year-end | 6,696,354 | 1,338,718 | | Plus, change in the fair value as of 2022 year end for equity awards granted in prior years that are unvested and outstanding | (12,542,087) | (2,514,590) | | Plus, change in fair value as of the vesting date of equity awards granted in prior years that vested during 2022 | (2,736,067) | (553,825) | | Plus, dividends earned during 2022 on unvested equity awards | 75,742 | 15,798 | | Total Adjustments | (13,392,169) | (2,670,080) | | Actual Compensation Paid for Fiscal Year 2022 | (7,130,941) | (1,055,881) |

  169. PAY VERSUS PERFORMANCE

    | PART III - COMPENSATION OF EXECUTIVE OFFICERS | MASCO 2024 |

  170. PAY VERSUS PERFORMANCE

    | | PEO | Average of Non-PEOs | | Total Reported in 2021 Summary Compensation Table | 13,410,774 | 3,190,993 | | Less, grant date fair value of equity awards reported in the 2021 Summary Compensation Table | (8,273,513) | (1,645,343) | | Plus, year-end fair value of equity awards granted in 2021 that are unvested and outstanding, as of 2021 year-end | 11,920,041 | 2,358,316 | | Plus, change in the fair value as of 2021 year end for equity awards granted in prior years that are unvested and outstanding | 13,660,599 | 2,793,148 | | Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2021 | (96,350) | (18,599) | | Plus, dividends earned during 2021 on unvested equity awards | 68,453 | 14,735 | | Total Adjustments | 17,279,230 | 3,502,257 | | Actual Compensation Paid for Fiscal Year 2021 | 30,690,004 | 6,693,250 |

  171. PAY VERSUS PERFORMANCE

    | | PEO | Average of Non-PEOs | | Total Reported in 2020 Summary Compensation Table | 14,001,941 | 3,581,869 | | Less, grant date fair value of equity awards reported in the 2020 Summary Compensation Table | (8,371,933) | (1,702,979) | | Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2020 Summary Compensation Table | (93,883) | (294,594) | | Plus, year-end fair value of equity awards granted in 2020 that are unvested and outstanding, as of 2020 year-end | 8,377,511 | 1,705,013 | | Plus, change in the fair value as of 2020 year end for equity awards granted in prior years that are unvested and outstanding | 4,529,712 | 909,820 | | Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2020 | 237,915 | 47,999 | | Plus, dividends earned during 2020 on unvested equity awards | 72,912 | 15,879 | | Total Adjustments | 4,752,234 | 681,138 | | Actual Compensation Paid for Fiscal Year 2020 | 18,754,175 | 4,263,007 |

  172. PAY VERSUS PERFORMANCE

    The fair value or change in fair value of equity awards reflected in the tables above were determined as follows:

  173. PAY VERSUS PERFORMANCE

    | • | For restricted stock awards, RSUs and phantom RSUs, using the closing stock price on the applicable year-end or vesting date. |

  174. PAY VERSUS PERFORMANCE

    | • | For stock options/SAR, using a Black-Scholes value as of the applicable year-end or vesting date. |

  175. PAY VERSUS PERFORMANCE

    | • | For PRSUs and phantom PRSUs, using the closing stock price on the applicable year-end or vesting date and adjusted for the estimated performance achievements, as applicable. |

  176. PAY VERSUS PERFORMANCE

    Peer Group Total Shareholder Return (column c): Our peer group total shareholder return is calculated using the Standard & Poor’s Consumer Durables & Apparel Index, which we use for the stock performance graph required by Item 201(e) of Regulation S-K, from December 31, 2019 through December 31 of the applicable listed year. Net Income (column d): Net income as reflected in the table above is as reported in our financial statements and is calculated in accordance with accounting guidelines. In 2021, our net income, as reported, was negatively impacted by non-recurring expense related to debt extinguishment and the settlement of our qualified domestic defined benefit pension plans. Company Selected Measure - Operating Profit (column e): Operating profit is the highest weighted financial performance metric in our annual performance program. To calculate our operating profit for purposes of this program we adjust our reported operating profit to exclude the effect of special and other non-recurring income and expenses. Operating profit is also a measure used in our calculation of ROIC under our LTIP. See “Our 2023 Annual Performance Program” above for a description of these adjustments for 2023.

  177. PAY VERSUS PERFORMANCE

    | MASCO 2024 | PART III - COMPENSATION OF EXECUTIVE OFFICERS |

  178. Pay Versus Performance Relationships

    Pay Versus Performance Relationships The following charts set forth the relationships between compensation “actually paid” to our PEO, the average of compensation “actually paid” to our non-PEO executive officers, and our cumulative TSR, Standard and Poor’s Consumer Durables & Apparel Index cumulative TSR, our annual net income and our annual operating profit over the four-year period from 2020-2023.

  179. Pay Versus Performance Relationships

    | PART III - COMPENSATION OF EXECUTIVE OFFICERS | MASCO 2024 |