DEF 14A of Masco Corp /De/, Apr 10, 2026

DEF 14A of Masco Corp /De/

Filed Apr 10, 2026 · FY20250001193125-26-151241

Open on EDGAR

  1. UPDATES TO OUR COMPENSATION PROGRAM

    UPDATES TO OUR COMPENSATION PROGRAM In 2025, our Compensation Committee made a modification to our executive compensation program to ensure that our program remains competitive, aligns with market practice and incentivizes our executive officers to drive long-term shareholder value. Beginning with the 2025 performance year, our annual grant of restricted stock units to our executive officers is a time-based award that is forward-looking, meaning that it rewards stock price appreciation and continuous service during the vesting period, rather than a backward-looking award that is granted following the achievement of specified performance goals.

  2. OUR COMMITMENT TO SHAREHOLDER ENGAGEMENT

    | PART III—COMPENSATION OF EXECUTIVE OFFICERS | | | Summary Compensation Table | 37 | | Grants of Plan-Based Awards | 40 | | Outstanding Equity Awards at Fiscal Year-End | 42 | | Option Exercises and Stock Vested | 44 | | Retirement Plans | 44 | | Payment Upon Change in Control, Retirement, Termination, Disability or Death | 47 | | CEO Pay Ratio | 50 | | Pay Versus Performance | 50 | | PART IV—AUDIT MATTERS | | | Audit Committee Report | 55 | | PricewaterhouseCoopers LLP Fees | 56 | | Audit Committee Pre-Approval Policies and Procedures | 56 | | Proposal 3: Ratification of Selection of Independent Auditors | 57 | | PART V—EXECUTIVE OFFICERS AND BENEFICIAL OWNERSHIP | | | Executive Officers | 58 | | Security Ownership of Management and Certain Beneficial Owners | 59 | | Insider Trading Policies and Procedures | 60 | | Part VI—OTHER PROPOSALS | | | Proposal 4: Management proposal to approve the amendment of the Company Charter to limit liability of certain officers as permitted by law | 61 | | Proposal 5: Management proposal to approve the amendment of the Company Charter to move the advance notice provisions for stockholder nominations to the Company’s Bylaws and amend the advance notice provisions | 63 | | Proposal 6: Management proposal to approve the amendment of the Company Charter to enable adoption of shareholders’ right to call special meetings of shareholders | 65 | | Proposal 7: Stockholder proposal—Give shareholders an ability to call for a special shareholder meeting | 67 | | PART VII—GENERAL INFORMATION | | | 2026 Annual Meeting of Stockholders | 70 | | Who is entitled to vote at the Annual Meeting? | 70 | | What is the difference between holding shares as a record holder and as a beneficial owner? | 70 | | What is a broker non-vote? | 70 | | How are abstentions and broker non-votes treated? | 71 | | What constitutes a quorum? | 71 | | How can I submit my vote? | 71 | | How many votes are needed for each proposal to pass? | 71 | | Is my proxy revocable? | 72 | | Who is paying for the expenses involved in preparing and mailing this proxy statement? | 72 | | What happens if additional matters are presented at the Annual Meeting? | 72 | | What is “householding” and how does it affect me? | 72 | | Our Website | 72 | | 2027 Annual Meeting of Stockholders | 73 | | Other Matters | 74 | | APPENDIX | | | Appendix A | A-1 | | Appendix B | B-1 | | Appendix C | C-1 |

  3. DIRECTORS AND DIRECTOR NOMINEES

    DIRECTORS AND DIRECTOR NOMINEES Our Board is currently comprised of ten directors, nine of whom are independent directors. Our Board is committed to ensuring that it is comprised of directors who possess a wide array of skills and experience to provide a strong source of strategic and risk oversight, advice, and guidance to our management team. The following matrix reflects the mix of skills and experience that we believe are most relevant to our Company and are most important in advancing our current strategic priorities. The skills and experience identified for each director are those we believe are key and unique to each director’s contribution to our Board, and the matrix demonstrates that we have the appropriate balance of skills and experience on our Board to support our strategic priorities. 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.

  4. DIRECTORS AND DIRECTOR NOMINEES

    | | Alexander | Coombe | Denari | Ffolkes | Nudi | O’Herlihy | Payne | Plant | Reddy | Stevens | | Business Operations & Leadership Executive leadership experience at a large organization, including current or former service as a public company officer. | | | | | | | | | | | | 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 | | | | | | | | | | |

  5. DIRECTORS AND DIRECTOR NOMINEES

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

  6. DIRECTORS AND DIRECTOR NOMINEES

    | Gary A. Coombe Age: 62 Director Since: 2026 Independent Board Committees: • Audit • Governance | Position: Chief Executive Officer – Grooming, The Procter and Gamble Company, a multinational consumer goods company, since 2018 Relevant Skills and Experience: • Business Operations and Leadership: Extensive experience obtained in leadership and strategic insight and execution, including through the oversight of one-third of P&G’s global workforce and a quarter of P&G’s sales and profit • Product Innovation: Extensive perspectives developed through the oversight of global innovation and R&D for multiple billion-dollar brands • International Business: In-depth knowledge and cultural experience gained while serving in several leadership positions in Europe and the U.S., including leading the global executive team of the largest grooming and personal care business in the world • Marketing and Brand Management: Significant experience in brand-building through the oversight of industry-acclaimed marketing campaigns and the creation of an omnichannel business focusing on e-commerce and digital strategy Business Experience: • The Procter and Gamble Company: • President, Europe (2014-2018) • Senior Vice President – Europe, Middle East and Africa, Home Care Business (2010-2014) • Senior Vice President, Global New Business Development and Ventures (2006-2010) • For 40 years, served in various positions of increasing responsibility, including in several leadership positions in Europe |

  7. DIRECTORS AND DIRECTOR NOMINEES

    | Aine L. Denari Age: 53 Director Since: 2022 Independent Board Committees: • Audit • Governance | Position: Executive Vice President and President of Navico Group and Chief Technology Officer of Brunswick Corporation, a manufacturer of marine products, since 2024 Relevant Skills and Experience: • Business Operations 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 the oversight of technology strategy and advanced development activities, including artificial intelligence activities, for Brunswick’s entire portfolio, and in her former roles developing and implementing end-to-end technology solutions and 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 23 marine brands, which comprise the most comprehensive bow-stern portfolio offering in the world Business Experience: • Executive Vice President and President of Brunswick Boat Group, Brunswick Corporation (2020-2024) • 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) |

  8. DIRECTORS AND DIRECTOR NOMINEES

    | Christopher A. O’Herlihy Age: 62 Director Since: 2013 Independent Board Committees: • Compensation • Governance | 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 Operations 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 • 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) |

  9. DIRECTORS AND DIRECTOR NOMINEES

    | Charles K. Stevens, III Age: 66 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 Operations and Leadership: Significant experience gained in his over 40 years with GM 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 (1978 – 2019): • Advisor (2018-2019) • 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 (since 2024) • Flex, Ltd. (since 2018) • Eastman Chemical Company (2022-2024) • Tenneco Inc. (2020-2022) |

  10. DIRECTORS AND DIRECTOR NOMINEES

    CLASS III DIRECTORS (term expiring at our Annual Meeting in 2027)

  11. DIRECTORS AND DIRECTOR NOMINEES

    | Mark R. Alexander Age: 61 Director Since: 2014 Independent Board Committees: • Compensation (Chair) | Position: Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019 Relevant Skills and Experience: • Business Operations 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 |

  12. DIRECTORS AND DIRECTOR NOMINEES

    | Marie A. Ffolkes Age: 54 Director Since: 2017 Independent Board Committees: • 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 Operations 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) |

  13. DIRECTORS AND DIRECTOR NOMINEES

    | John C. Plant Age: 72 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 Operations 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) |

  14. DIRECTORS AND DIRECTOR NOMINEES

    CLASS I DIRECTORS (term expiring at our Annual Meeting in 2028)

  15. DIRECTORS AND DIRECTOR NOMINEES

    | Jonathon J. Nudi Age: 55 Director Since: 2023 Not Independent Board Committees: • None | Position: Our President and Chief Executive Officer, since 2025 Relevant Skills and Experience: • Business Operations 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, Pet, International and North America Foodservice (2024-2025) • 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 |

  16. DIRECTORS AND DIRECTOR NOMINEES

    | Lisa A. Payne Age: 67 Director Since: 2006 Independent Board Committees: • None | Position: Independent Chair of our Board, since 2021 Relevant Skills and Experience: • Business Operations 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: • Chair of the Board, Soave Enterprises, LLC, a privately held diversified management and investment company (2016-2017) |

  17. DIRECTORS AND DIRECTOR NOMINEES

    | Sandeep Reddy Age: 55 Director Since: 2023 Independent Board Committees: • Audit • Compensation | Position: Executive Vice President – Chief Financial Officer, Domino’s Pizza, Inc., since 2022 Relevant Skills and Experience: • Business Operations 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) |

  18. 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.

  19. DIRECTOR COMPENSATION PROGRAM

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

  20. DIRECTOR COMPENSATION PROGRAM

    | Compensation Element | Amount | | Annual Cash Retainer | $130,000 | | Annual Equity Retainer (a) | Restricted stock units with a value of $180,000 that vest one year from grant | | Annual Chair of the Board Cash Retainer | $200,000 | | Annual Committee Chair Cash Retainer | $25,000 for the Audit Committee $20,000 for the Compensation Committee $20,000 for the Governance Committee | | Meeting Fee (b) | None | | Stock Retention Guideline | Directors must retain shares of our stock valued at five times their annual cash retainer fee (not inclusive of Chair retainers) within 5 years of joining our Board |

  21. DIRECTOR COMPENSATION PROGRAM

    Annual Equity Retainer (row a): In 2025, the annual equity retainer was paid in the form of restricted stock units granted under our Non-Employee Director Equity Program. Our 2024 Long Term Stock Incentive Plan limits the amount of cash and equity a director may receive during a year to $750,000, valued at the grant date. Meeting Fee (row b): Our Board may approve the payment of meeting fees to directors serving on three or more standing committees or serving as members of a special committee constituted by our Board. No such fees were paid for 2025.

  22. 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 2025, the Committee did not recommend any changes to the amounts of our cash or equity retainers to our Board.

  23. Director Compensation Table

    Director Compensation Table The following table reflects 2025 compensation paid to our directors who served on our Board in 2025, other than Keith Allman, who was also a Company employee until his retirement from our Company and our Board in July 2025, and received no additional compensation for his service as a director. Jonathon Nudi’s compensation reflects compensation paid to him for the time he served as a non-employee director in 2025. Donald Parfet concluded his service on our Board on May 9, 2025.

  24. Director Compensation Table

    | Name | Cash Fees Earned ($) | Restricted Stock Units ($) (a) | All Other Compensation ($) (b) | Total ($) | | Mark R. Alexander | 145,000 | 180,090 | — | 325,090 | | Aine L. Denari | 130,000 | 180,090 | 5,000 | 315,090 | | Marie A. Ffolkes | 150,000 | 180,090 | — | 330,090 | | Jonathon J. Nudi | 53,600 | 29,187 | — | 82,787 | | Christopher A. O’Herlihy | 135,000 | 180,090 | 5,000 | 320,090 | | Donald R. Parfet | 32,500 | — | 5,000 | 37,500 | | Lisa A. Payne | 330,000 | 180,090 | — | 510,090 | | John C. Plant | 130,000 | 180,090 | — | 310,090 | | Sandeep Reddy | 130,000 | 180,090 | — | 310,090 | | Charles K. Stevens | 155,000 | 180,090 | — | 335,090 |

  25. Director Compensation Table

    Restricted Stock Units (column a): In May 2025, we granted 2,900 restricted stock units to each non-employee director serving on our Board, except for Mr. Nudi who received a pro-rated grant of 470 restricted stock units for his service as a non-employee director through July 7, 2025, at which time he became our President and Chief Executive Officer, and Mr. Parfet, who concluded service on our Board in May 2025. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance. The grants fully vest after one year. All Other Compensation (column b): The amounts reported in this column reflect our contributions in 2025 to 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, 2025 by each non-employee director who was serving on that date.

  26. Director Compensation Table

    | Director | Unvested Restricted Stock Units (#) | | Mark R. Alexander | 5,574 | | Aine L. Denari | 6,538 | | Marie A. Ffolkes | 5,574 | | Christopher A. O’Herlihy | 5,574 | | Lisa A. Payne | 5,574 | | John C. Plant | 5,574 | | Sandeep Reddy | 6,174 | | Charles K. Stevens | 5,574 |

  27. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES The term of office of our directors Gary A. Coombe, Aine L. Denari, Christopher A. O’Herlihy and Charles K. Stevens expires at this meeting. Our Board proposes the re-election of Mr. Coombe, Ms. Denari, Mr. O’Herlihy and Mr. Stevens, with their term expiring 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.” Our Board recommends a vote FOR the election to our Board of Directors of each of the following director nominees:

  28. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    | Name | Director Since | Occupation | | Gary A. Coombe | 2026 | Chief Executive Officer – Grooming, The Procter and Gamble Company, a multinational consumer goods company | | Aine L. Denari | 2022 | Executive Vice President and President of Navico Group and Chief Technology Officer of Brunswick Corporation, a manufacturer of marine products | | Christopher A. O’Herlihy | 2013 | President and Chief Executive Officer, Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses | | Charles K. Stevens, III | 2018 | Retired Executive Vice President and Chief Financial Officer, General Motors Company |

  29. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    In uncontested elections, directors are elected if the majority of votes cast for each nominee exceed the votes cast against such nominee. 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.

  30. PROPOSAL 1: ELECTION OF OUR DIRECTOR NOMINEES

    | | COMPENSATION DISCUSSION AND ANALYSIS |

  31. 2025 COMPENSATION PROGRAM HIGHLIGHTS

    | • | Our compensation program is designed to emphasize pay-for-performance. For 2025, our executive compensation program was significantly aligned with our performance. Components of our program include an annual cash bonus based on delivered performance, a long-term performance-based award if three-year performance criteria are met, an annual restricted stock unit (“RSU”) award and stock options. |

  32. 2025 COMPENSATION PROGRAM HIGHLIGHTS

    | • | We achieved 34% of our annual performance program’s performance target. For 2025, our annual cash-based bonus was based on the financial metrics of operating profit and net sales. As a result of our performance in 2025, which was negatively impacted by the headwinds described above, our executive officers earned 34% of target under our annual performance program, and received a cash bonus consistent with this performance. |

  33. 2025 COMPENSATION PROGRAM HIGHLIGHTS

    | • | Our 2023-2025 Long-Term Incentive Program (“LTIP”) paid above target, at 131%. For the three-year period of 2023-2025, our LTIP was based on the financial metrics of cumulative earnings per share (“EPS”), a three-year average return on invested capital (“ROIC”) and relative total shareholder return (“rTSR”). We achieved 200% of our cumulative EPS target, 106% of our ROIC target and 88% of our rTSR target, resulting in overall achievement of 131%, and our executive officers received a share award consistent with this performance. |

  34. Jonathon Nudi

    | Compensation Element | Description | Target Value | | Base Salary | Annual base salary of $1,100,000 | $1,100,000 | | Annual Cash-Based Incentive (a) | Mr. Nudi is eligible to receive an annual performance-based cash bonus with a target opportunity of 150% of his Base Salary, subject to achievement of performance criteria | $1,650,000 | | RSUs (b) | An annual RSU award equal in value to 159% of his Base Salary. The RSUs will vest ratably in three equal installments over three years | $1,749,000 | | Stock Options (c) | An annual grant of stock options equal in value to 159% of his Base Salary. The stock options will vest ratably in three equal installments over three years and will expire ten years from the date of grant. | $1,749,000 | | Performance Restricted Shares (“PRSUs”) (d) | Mr. Nudi is eligible to participate in our LTIP, under which he can earn an equity award with a grant value target of 318% of his Base Salary based on the achievement of performance criteria over three-year performance periods | $3,498,000 | | Mr. Nudi also received a grant of RSUs valued at $1,119,895 on July 7, 2025, which will vest ratably in three equal installments beginning in February 2026. This grant represents a partial make-whole for equity he forfeited upon the conclusion of this service with his former employer. | | |

  35. Jonathon Nudi

    Row (a): Mr. Nudi’s first eligible cash bonus opportunity was for the 2025 performance period, which was paid in February 2026 on a pro-rata basis for his actual service during 2025. Row (b): Mr. Nudi’s first annual award of RSUs was granted in February 2026. Our Compensation Committee determined to award him a full annual RSU award instead of a pro-rata award to reflect the new forward-looking time-based structure of our annual RSU awards. Row (c): Mr. Nudi’s first annual grant of stock options was granted in July 2025, upon his commencement of service with our Company, and was valued at $1,120,019, with an exercise price equal to the closing price of Company common stock on July 7, 2025. The stock options will vest ratably in three equal installments beginning in February 2026. Row (d): Mr. Nudi will participate in our 2025-2027 LTIP on a pro-rata basis for his actual service during the 2025-2027 performance period.

  36. Jai Shah

    Jai Shah In March 2025, our Compensation Committee approved a retention incentive for Jai Shah, our Group President. Mr. Shah received a grant of RSUs with a value of $1,500,055 that vests in two equal installments over two years, subject to Mr. Shah remaining employed with us through each vesting date.

  37. Imran Ahmad

    Imran Ahmad In connection with Imran Ahmad’s conclusion of service as our Group President, we entered into a severance and release agreement with him which became effective January 12, 2026. The agreement provides that Mr. Ahmad is eligible to receive (i) a cash payment of $998,875; (ii) a payment of a 2025 cash bonus based on his individual target opportunity, based on the achievement of the established performance goals; (iii) a payment of the cash equivalent of an annual RSU award, based on his individual target opportunity; and (iv) a cash payment under the 2023-2025 LTIP (for which Mr. Ahmad had been granted phantom performance restricted stock units at the beginning of the performance period), based on the achievement of the established performance goals. In addition, Mr. Ahmad had the right to exercise the vested portion of his stock options and stock appreciation rights for 90 days following his departure date.

  38. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | Pay Element | Performance Metric and Weight | Performance Percentage (relative to target) | Payout Percentage (relative to target) | | 2025 Annual Cash-Based Performance Program | Operating Profit (75%) | 28% | 34% | | | Net Sales (25%) | 53% | | | 2023-2025 LTIP | Cumulative EPS (33%) | 200% | 131% | | | 3-Year Average ROIC (33%) | 106% | | | | rTSR (33%) | 88% | | | Stock Options | Not subject to performance criteria | N/A | Target opportunity established for each executive officer by our Compensation Committee |

  39. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | • | See “Our 2025 Annual Cash-Based 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, cumulative EPS, ROIC performance and rTSR. |

  40. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    Based on our pay elements and performance, our eligible executive officers were awarded a cash bonus under our 2025 annual cash-based performance program and a share award under our 2023-2025 LTIP, as well as a grant of stock options. As described above, following our adoption in 2025 of a solely time-based annual RSU award in replacement of our performance-based RSU award, we did not grant transition year RSU awards to our executive officers. Therefore, the incentive compensation reflected below does not include a grant of RSUs for the 2025 performance period.

  41. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | | | Long-Term Incentives | | | | Name | Cash Bonus ($) | 2023-2025 LTIP Share Award ($) | Stock Option Grant ($) | Total Incentive Compensation ($) | | Jonathon J. Nudi | 273,600 | — | 1,120,019 | 1,393,619 | | Richard J. Westenberg | 211,200 | — | 597,466 | 808,666 | | Imran Ahmad | 141,908 | 728,101 | 397,482 | 1,267,491 | | Jai Shah | 169,800 | 861,469 | 480,062 | 1,511,331 | | Kenneth G. Cole | 151,500 | 719,959 | 428,325 | 1,299,784 | | Keith J. Allman | 342,962 | 3,970,513 | 2,584,377 | 6,897,852 |

  42. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | • | The cash bonus paid to Jonathon Nudi and the cash bonus paid and LTIP share award granted to Keith Allman were pro-rated to reflect actual service with us in 2025. |

  43. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | • | Jonathon Nudi and Richard J. Westenberg did not participate in our 2023-2025 LTIP. |

  44. INCENTIVE COMPENSATION EARNED IN 2025 UNDER OUR PROGRAMS

    | • | Except for Jonathon Nudi, the stock options reflected in this table were priced based on our closing stock price on February 13, 2025, the date of grant. Mr. Nudi’s stock options were granted on July 7, 2025 and were priced based on our closing stock price on that day. The values reflected in the table are the aggregate grant date fair values of the stock options awarded, calculated in accordance with accounting guidance. |

  45. Program Opportunities

    Program Opportunities Our 2025 annual cash-based performance program provided for a performance-based cash bonus opportunity to our executive officers. This opportunity incentivized our executive officers to achieve rigorous annual performance goals and our strategic business objectives, and aligned our executive officers’ interests with those of our shareholders. Our Compensation Committee established the cash bonus opportunity available to each executive officer as a percentage of the officer’s annual base salary. Our eligible executive officers had the following target opportunities under our 2025 annual performance program:

  46. Program Opportunities

    | Name | Target Opportunity for Cash Bonus as a % of Annual Base Salary | | Jonathon J. Nudi | 150% | | Richard J. Westenberg | 80% | | Imran Ahmad | 75% | | Jai Shah | 75% | | Kenneth G. Cole | 70% | | Keith J. Allman | 150% |

  47. Performance Metrics

    Performance Metrics Our Compensation Committee selected the financial metrics of operating profit (weighted at 75%) and net sales (weighted at 25%) for our 2025 annual performance program, because it believed that improvement in these metrics would continue to reinforce our executive officers’ focus on profit and revenue to drive shareholder value. Additionally, these metrics are easily derived from our audited financial statements, which our Compensation Committee believes provides transparency for both our shareholders (as requested from shareholders when we sought feedback) and our executive officers. We calculated the cash bonuses to be paid under the annual performance program by multiplying each executive officer’s base salary by his or her target opportunity and multiplying that result by the program performance percentage achieved. If the threshold goal was not achieved, our executive officers would not have earned a payout. If the maximum goal was exceeded, the payout percentage would have been capped at 200% of the target opportunity.

  48. Performance Metrics

    | Base SalaryX | Target OpportunityX | Financial Metrics | = | Annual Performance Percentage | | | | Operating Profit Performance Percentage (75%) | | | | | | + | | | | | | Net Sales Performance Percentage (25%) | | |

  49. Compensation Paid Under the 2025 Annual Performance Program

    Compensation Paid Under the 2025 Annual Performance Program Based on a total performance percentage of 34%, we calculated the actual cash bonuses to be paid to our executive officers as follows:

  50. Compensation Paid Under the 2025 Annual Performance Program

    | Name | Amount of Cash Bonus ($) | | Jonathon J. Nudi | 273,600 | | Richard J. Westenberg | 211,200 | | Imran Ahmad | 141,908 | | Jai Shah | 169,800 | | Kenneth G. Cole | 151,500 | | Keith J. Allman | 342,962 |

  51. Compensation Paid Under the 2025 Annual Performance Program

    | • | The cash bonus paid to Mr. Nudi and Mr. Allman were each pro-rated based on their actual service with us in 2025. |

  52. Our Long-Term Incentive Program

    Our Long-Term Incentive Program

  53. 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 exceeded, the payout percentage is capped at 200% of the target opportunity. Our Compensation Committee establishes the LTIP opportunity available to each executive officer as a percent of the executive officer’s annual base salary at the beginning of each three-year performance period. Our executive officers who participated in our 2023-2025 LTIP had the following target opportunities:

  54. Program Opportunities

    | Name | Target Opportunity Under 2023-2025 LTIP as a % of Annual Base Salary | | Imran Ahmad | 75% | | Jai Shah | 75% | | Kenneth G. Cole | 70% | | Keith J. Allman | 191.7% |

  55. Performance Metrics

    Performance Metrics Our Compensation Committee selected a cumulative EPS metric, a three-year average ROIC metric and a rTSR metric measured against companies in the S&P 500 Consumer Durables Index, each with a weighting of 33.3%, for the 2023-2025 LTIP performance period. Our Compensation Committee believes that a combination of EPS and ROIC reinforces our executive officers’ focus on earnings, capital efficiency and consistent return on capital and further encourages our executive officers to make new, profitable investments, while rTSR places an emphasis on our stock price performance and dividends.

  56. PRSUs Granted Under the 2025-2027 LTIP

    PRSUs Granted Under the 2025-2027 LTIP The following table reflects the PRSUs granted to our eligible executive officers under the 2025-2027 LTIP, for which the metrics and weightings are the same as our 2023-2025 LTIP. The amounts reflected in the PRSU Target Grant column are the number of PRSUs granted on February 27, 2025, which we calculated using the closing price of our stock on the grant date ($74.71) and rounded to the nearest ten shares, assuming the target award would be earned at the end of the three-year performance period. The actual number of shares of stock awarded, if any, will be determined after the three-year performance period concludes on December 31, 2027. If the threshold goals are not achieved, our executive officers will not earn a stock award. If the maximum goals are exceeded, the stock award opportunity is capped at 200% of the target opportunity.

  57. PRSUs Granted Under the 2025-2027 LTIP

    | Name | Target Opportunity as a Percentage of Annual Base Salary | 2025-2027 LTIP PRSU Target Grant (#) | | Jonathon J. Nudi | 318% | 44,640 | | Richard J. Westenberg | 80% | 8,000 | | Imran Ahmad | 75% | 5,320 | | Jai Shah | 75% | 6,430 | | Kenneth G. Cole | 70% | 5,730 | | Keith J. Allman | 203.3% | 34,680 |

  58. PRSUs Granted Under the 2025-2027 LTIP

    | • | PRSUs are valued using the closing price of our stock price on the grant date. Jonathon Nudi’s PRSUs were granted on July 7, 2025, and are valued using the stock price of $65.30. PRSUs for our other executive officers were granted on February 27, 2025, and are valued using the stock price of $74.71. |

  59. PRSUs Granted Under the 2025-2027 LTIP

    | • | Jonathon Nudi’s grant is pro-rated based on his actual service during the performance period. |

  60. PRSUs Granted Under the 2025-2027 LTIP

    | • | Imran Ahmad’s grant was forfeited upon his conclusion of service with our Company on December 31, 2025. |

  61. PRSUs Granted Under the 2025-2027 LTIP

    | • | Keith Allman will be granted a share award under the 2025-2027 LTIP, if the established performance goals are met, which will be pro-rated to reflect his actual service during the performance period. |

  62. Stock Options Granted in 2025

    Stock Options Granted in 2025 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. 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. In 2025, our Compensation Committee awarded to our eligible executive officers the following stock options that vest in equal installments over three years:

  63. Stock Options Granted in 2025

    | Name | Percentage of Base Salary | Stock Options Awarded (#) | Value of Stock Options Awarded ($) | | Jonathon J. Nudi | 159% | 54,260 | 1,120,019 | | Richard J. Westenberg | 80% | 24,020 | 597,466 | | Imran Ahmad | 75% | 15,980 | 397,482 | | Jai Shah | 75% | 19,300 | 480,062 | | Kenneth G. Cole | 70% | 17,220 | 428,325 | | Keith J. Allman | 208.2% | 103,900 | 2,584,377 |

  64. Stock Options Granted in 2025

    | • | With the exception of the stock options awarded to Jonathon Nudi, the stock options reflected in this table were priced based on our closing stock price of $77.62 on February 13, 2025, the date of grant. Mr. Nudi’s stock options were priced based on our closing stock price of $65.30 on July 7, 2025, the date of grant of his award, and were pro-rated to reflect his actual service with us in 2025. The column “Value of Stock Options Awarded” shows the aggregate grant date fair value of the stock options awarded, calculated in accordance with accounting guidance. |

  65. Stock Options Granted in 2025

    PART II — COMPENSATION DISCUSSION AND ANALYSIS

  66. MASCO 2026

    Our Compensation Committee established a pricing policy for our grants of equity awards, including stock options (the “Pricing Policy”). The Pricing Policy provides that if the Compensation Committee’s approval of an equity award occurs within four days prior to the release of our financial results or within one day following such release, the grant is effective at the end of the second trading day following the day we release our financial results and is priced based on t he closing price of our common stock on that date.

  67. 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:

  68. 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; |

  69. 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 |

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

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

  71. Our Compensation Programs Encourage Executive Retention and Protect Us

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

  72. 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.

  73. 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:

  74. Our Peer Group

    | Dover Corporation (DOV) | PPG Industries, Inc. (PPG) | | Fortive Corp. (FTV) | RPM International Inc. (RPM) | | Fortune Brands Innovations, Inc. (FBIN) | Snap-on Incorporated (SNA) | | Illinois Tool Works Inc. (ITW) | Stanley Black & Decker, Inc. (SWK) | | Leggett & Platt, Incorporated (LEG) | The Sherwin-Williams Company (SHW) | | Mohawk Industries, Inc. (MHK) | Trane Technologies plc (TT) | | Newell Rubbermaid Inc. (NWL) | Whirlpool Corporation (WHR) | | Owens Corning (OC) | Xylem Inc. (XYL) | | Pentair plc (PNR) | |

  75. 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 2025, our Compensation Committee reviewed data showing that our total shareholder return was at the 65th percentile of our peers for the three-year period ended December 31, 2024. Our CEO’s realizable compensation was at the 29th 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, 2024. Based on its analysis, the Compensation Committee believes there is alignment between our CEO’s realizable compensation and our total shareholder return.

  76. 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 published compensation surveys from AonHewitt, Mercer and WTW 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.

  77. Tally Sheets

    Tally Sheets Finally, our Compensation Committee reviews a tally sheet that summarizes all current compensation components of each of our executive officers. The tally sheet includes base salary, annual cash incentive compensation, long-term incentive compensation, retirement and savings plans, health and welfare programs and other executive benefits. 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.

  78. 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. Our Compensation Committee has the discretion to grant an award of 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 2025.

  79. 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 2025, 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, our equity program structure, our peer group, our director compensation practices, the compensation for our executive officers, including performing a competitive analysis of CEO compensation within our peer group, as well as for similarly situated companies outside of that group and the establishment of the compensation arrangements related to our executive leadership transition. After considering the factors promulgated by the SEC for assessing the independence of its advisors, our Compensation Committee has determined that the work of Semler Brossy has not raised any conflict of interest.

  80. 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, 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 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 the relative total shareholder return metric for our performance restricted stock units using a Monte-Carlo pricing model that is updated at “expected” payout. 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.

  81. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table reports compensation earned during the years indicated by Jonathon Nudi, our principal executive officer, Richard Westenberg, our principal financial officer, Imran Ahmad, Jai Shah and Kenneth Cole, our three other most highly compensated executive officers in 2025 and Keith Allman, our former President and Chief Executive Officer, who concluded service with us on July 6, 2025. We refer to the individuals listed in the table collectively as our “executive officers.”

  82. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  83. 2025 Summary Compensation Table

    | Name and Principal Position | Year (d) | Salary ($) (e) | Bonus ($) (f) | Stock Awards ($) (g) | Option/SAR Awards ($) (h) | Non-Equity Incentive Plan Compensation ($) (i) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings ($) (j) | All Other Compensation ($) (k) | Total ($) | | Jonathon J. Nudi President and Chief Executive Officer (a) | 2025 | 528,850 | — | 4,034,887 | 1,120,019 | 273,600 | — | 684,596 | 6,641,952 | | Richard J. Westenberg Vice President, Chief Financial Officer and Treasurer | 2025 | 769,048 | — | 597,680 | 597,466 | 211,200 | — | 73,637 | 2,249,031 | | | 2024 | 741,322 | 570,000 | 1,105,523 | 580,086 | 525,700 | — | 110,368 | 3,632,999 | | | 2023 | 153,366 | 380,000 | 1,999,962 | — | — | — | 3,164 | 2,536,492 | | Imran Ahmad Group President (b) | 2025 | 549,777 | — | 397,457 | 397,482 | 141,908 | — | 61,387 | 1,548,011 | | | 2024 | 522,506 | — | 724,766 | 375,029 | 349,800 | — | 94,602 | 2,066,703 | | | 2023 | 442,318 | — | 902,297 | 374,919 | 521,600 | — | 451,435 | 2,692,569 | | Jai Shah Group President | 2025 | 659,246 | — | 1,980,440 | 480,062 | 169,800 | — | 67,034 | 3,356,582 | | | 2024 | 633,984 | — | 883,883 | 461,556 | 422,500 | — | 108,289 | 2,510,212 | | | 2023 | 609,596 | — | 1,092,755 | 443,916 | 642,100 | 2,920 | 81,268 | 2,872,555 | | Kenneth G. Cole Vice President, General Counsel and Secretary | 2025 | 630,167 | — | 428,088 | 428,325 | 151,500 | — | 64,719 | 1,702,799 | | | 2024 | 604,630 | — | 784,907 | 407,980 | 376,900 | — | 102,150 | 2,276,567 | | | 2023 | 569,530 | — | 944,128 | 344,310 | 567,400 | — | 78,062 | 2,503,430 | | Keith J. Allman Former President and Chief Executive Officer (c) | 2025 | 671,829 | — | 2,590,943 | 2,584,377 | 342,962 | — | 117,544 | 6,307,655 | | | 2024 | 1,274,354 | — | 4,858,947 | 2,442,903 | 1,682,100 | — | 393,517 | 10,651,821 | | | 2023 | 1,274,354 | — | 5,876,604 | 2,442,978 | 2,658,900 | 8,768 | 214,777 | 12,476,381 |

  84. 2025 Summary Compensation Table

    Row (a): Jonathon Nudi’s service as our President and Chief Executive Officer commenced on July 7, 2025. This Summary Compensation Table does not include the compensation that Mr. Nudi received in his capacity as a member of our Board, which is reflected in the Director Compensation Table. Row (b): Imran Ahmad’s service as our Group President concluded on December 31, 2025. Row (c): Keith Allman’s service as our President and Chief Executive Officer concluded on July 6, 2025. Year (column d): Information is only provided for the year(s) in which the individual served as an executive officer of our Company. Jonathon Nudi was not a named executive officer in 2023 or 2024. Salary (column e): Salary includes amounts voluntarily deferred by each executive officer as salary reductions under our 401(k) Savings Plan. Bonus (column f): 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 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 and the remaining $570,000 was paid in 2024. Stock Awards (column g): This column reports grants of RSUs and grants of PRSUs made in 2025, as follows:

  85. GRANTS OF PLAN-BASED AWARDS

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

  86. GRANTS OF PLAN-BASED AWARDS

    | • | the potential payouts that were available to our eligible executive officers under our 2025 annual performance-based cash bonus award opportunity; |

  87. GRANTS OF PLAN-BASED AWARDS

    | • | the potential payouts available to our eligible executive officers under our 2025-2027 LTIP; |

  88. GRANTS OF PLAN-BASED AWARDS

    | • | the grants of PRSUs we made in 2025 under our 2025-2027 LTIP; and |

  89. GRANTS OF PLAN-BASED AWARDS

    | • | the grants of stock options we made in 2025. |

  90. GRANTS OF PLAN-BASED AWARDS

    Our CD&A above describes our annual performance-based cash bonus award opportunities, performance targets, our LTIP and grants of stock options.

  91. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  92. 2025 Grants of Plan-Based Awards

    | | Grant Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (a) (#) | Exercise or Base Price of Option Awards ($ Per Share) | Grant Date Fair Value of Stock and Option Awards ($) (b) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jonathon J. Nudi | N/A-1 | Cash (a) | 330,000 | 1,650,000 | 3,300,000 | | | | | | | | | | 7/7/2025 | PRSU (b) | | | | 8,928 | 44,640 | 89,280 | 44,640 | | | 2,914,992 | | | 7/7/2025 | RSU (c) | | | | | | | 17,150 | | | 1,119,895 | | | 7/7/2025 | Option (d) | | | | | | | | 54,260 | 65.30 | 1,120,019 | | Richard J. Westenberg | N/A-1 | Cash (a) | 124,259 | 621,296 | 1,242,592 | | | | | | | | | | 2/27/2025 | PRSU (b) | | | | 1,600 | 8,000 | 16,000 | 8,000 | | | 597,680 | | | 2/13/2025 | Option (d) | | | | | | | | 24,020 | 77.62 | 597,466 | | Imran Ahmad | N/A-1 | Cash (a) | 83,475 | 417,375 | 834,750 | | | | | | | | | | 2/27/2025 | PRSU (b) | | | | 1,064 | 5,320 | 10,640 | 5,320 | | | 397,457 | | | 2/13/2025 | Option (d) | | | | | | | | 15,980 | 77.62 | 397,482 | | Jai Shah | N/A-1 | Cash (a) | 99,859 | 499,295 | 998,590 | | | | | | | | | | 2/27/2025 | PRSU (b) | | | | 1,286 | 6,430 | 12,860 | 6,430 | | | 480,385 | | | 3/6/2025 | RSU (c) | | | | | | | 20,230 | | | 1,500,055 | | | 2/13/2025 | Option (d) | | | | | | | | 19,300 | 77.62 | 480,062 | | Kenneth G. Cole | N/A-1 | Cash (a) | 89,092 | 445,460 | 890,920 | | | | | | | | | | 2/27/2025 | PRSU (b) | | | | 11,460 | 5,730 | 11,460 | 5,730 | | | 428,088 | | | 2/13/2025 | Option (d) | | | | | | | | 17,220 | 77.62 | 428,325 | | Keith J. Allman | N/A-1 | Cash (a) | 393,775 | 1,968,876 | 3,937,752 | | | | | | | | | | 2/27/2025 | PRSU (b) | | | | 6,936 | 34,680 | 69,360 | 34,680 | | | | | | 2/13/2025 | Option (d) | | | | | | | | 103,900 | 77.62 | 2,584,377 |

  93. 2025 Grants of Plan-Based Awards

    Cash (a): These amounts reflect the threshold, target, and maximum opportunities under our 2025 annual performance-based cash bonus program described in our CD&A. The resulting cash bonus payments were made in February 2026 and are reported in the 2025 Summary Compensation Table above. PRSU (b): These amounts reflect the threshold, target, and maximum opportunities under our LTIP relating to the 2025-2027 performance period, and the number of PRSUs that were granted, assuming the target award would be earned at the end of the performance period. The grants of PRSUs on February 27, 2025 were valued at $74.71 per share, the closing price of our stock on February 27, 2025. Mr. Nudi’s grant of PRSUs on July 7, 2025 was valued at $65.30 per share, the closing price of our stock on July 7, 2025. The actual number of shares awarded, if any, will be determined after the three-year performance period concludes on December 31, 2027. Imran Ahmad’s grant was forfeited upon his conclusion of service with the Company on December 31, 2025. Keith Allman will be granted a share award, if the established performance goals are met, pro-rated to reflect the time that he was employed during the performance period. RSU (c):

  94. 2025 Grants of Plan-Based Awards

    | • | On July 7, 2025, Jonathon Nudi received a grant of 17,150 RSUs in connection with his commencement of service as our President and Chief Executive Officer. The RSUs vest in three equal installments over a three-year vesting period beginning in February 2026. |

  95. 2025 Grants of Plan-Based Awards

    | • | On March 6, 2025, Jai Shah received a retention incentive grant of 20,230 RSUs, which vest in two equal installments over a two-year vesting period following the grant date, subject to Mr. Shah remaining employed by the Company through each vesting date. |

  96. 2025 Grants of Plan-Based Awards

    Option (d): These amounts reflect the number and value (which is determined in accordance with accounting guidance) of stock options granted to each executive officer in 2025. The stock options granted vest in three equal installments over a three-year period and remain exercisable until ten years from the date of grant. Regardless of the value placed on a stock option 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 is exercised. Imran Ahmad’s grant was forfeited upon his conclusion of service with the Company on December 31, 2025. Keith Allman’s grant was pro-rated upon his retirement to reflect actual service in 2025.

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END We make equity grants under our 2024 Long Term Stock Incentive Plan. We refer to this plan in this proxy statement as our “Equity Plan.” The following table shows, for each executive officer as of December 31, 2025:

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the market value of unvested RSUs and phantom RSUs based on the closing price of our common stock on December 31, 2025, which was $63.46 per share; |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | • | the aggregate number of PRSUs and phantom PRSUs granted under our 2023-2025 LTIP, 2024-2026 LTIP and 2025-2027 LTIP; and |

  102. 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, 2025. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    Our executive officers do not have voting or investment power over unvested RSUs or unexercised stock options. The value each executive officer will realize when the RSUs or phantom RSUs vest will depend on the value of our common stock on the vesting date.

  104. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  105. 2025 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 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 ($) | | Jonathon J. Nudi | | | | | | 21,040 | 1,335,198 | 44,640 | 2,832,854 | | | 07/07/2025 | — | 54,260 | 65.30 | 02/13/2035 | | | | | | Richard J. Westenberg | | | | | | 32,157 | 2,040,683 | 15,740 | 998,860 | | | 02/16/2024 | 8,157 | 16,313 | 73.16 | 02/16/2034 | | | | | | | 02/13/2025 | — | 24,020 | 77.62 | 02/13/2035 | | | | | | Imran Ahmad | | | | | | — | — | 7,150 | 453,739 | | | 02/13/2023 | 14,780 | — | 56.56 | 02/13/2033 | | | | | | | 02/16/2024 | 5,273 | — | 73.16 | 02/16/2034 | | | | | | | 02/13/2025 | — | — | 77.62 | 02/13/2035 | | | | | | Jai Shah | | | | | | 31,524 | 2,000,513 | 21,050 | 1,335,833 | | | 02/11/2020 | 36,910 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 29,800 | — | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 29,320 | — | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | 17,500 | 8,750 | 56.56 | 02/13/2033 | | | | | | | 02/16/2024 | 6,490 | 12,980 | 73.16 | 02/16/2034 | | | | | | | 02/13/2025 | — | 19,300 | 77.62 | 02/13/2035 | | | | |

  106. 2025 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 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 ($) | | Kenneth G. Cole | | | | | | 10,034 | 636,758 | 18,240 | 1,157,510 | | | 02/10/2017 | 27,790 | — | 33.75 | 02/10/2027 | | | | | | | 02/09/2018 | 24,110 | — | 42.13 | 02/09/2028 | | | | | | | 02/07/2019 | 34,470 | — | 35.52 | 02/07/2029 | | | | | | | 02/11/2020 | 29,330 | — | 47.53 | 02/11/2030 | | | | | | | 02/09/2021 | 23,680 | — | 56.29 | 02/09/2031 | | | | | | | 02/08/2022 | 22,640 | — | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | 13,573 | 6,787 | 56.56 | 02/13/2033 | | | | | | | 02/16/2024 | 5,737 | 11,473 | 73.16 | 02/16/2034 | | | | | | | 02/13/2025 | — | 17,220 | 77.62 | 02/13/2035 | | | | | | Keith J. Allman | | | | | | 60,267 | 3,824,544 | 115,720 | 7,343,591 | | | 02/08/2022 | 55,544 | — | 59.15 | 02/08/2032 | | | | | | | 02/13/2023 | 48,154 | 48,153 | 56.56 | 02/13/2033 | | | | | | | 02/16/2024 | 34,350 | 68,700 | 73.16 | 02/16/2034 | | | | | | | 02/13/2025 | — | 40,170 | 77.62 | 02/13/2035 | | | | |

  107. 2025 Outstanding Equity Awards at Fiscal Year-End

    Option/SAR Awards (column a): The awards granted prior to 2020 vested 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. Imran Ahmad’s unvested awards were forfeited upon his conclusion of service with our Company on December 31, 2025. Mr. Ahmad had 90 days following his conclusion of service to exercise his exercisable awards after which any remaining unexercised awards were cancelled. Stock Awards (column b): This column reflects unvested RSUs, which vest in three equal installments commencing in the year following the year of grant. Imran Ahmad’s unvested RSUs were forfeited upon his conclusion of service with our Company on December 31, 2025. Stock Awards (column c): This column reflects PRSUs that were granted under our 2023-2025 LTIP, 2024-2026 LTIP and 2025-2027 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. Jonathon Nudi did not participate in our 2023-2025 LTIP or 2024-2026 LTIP, and the grant to him under our 2025-2027 LTIP was pro-rated for his actual service during the performance period. Richard Westenberg did not participate in our 2023-2025 LTIP. The grant to Imran Ahmad under our 2023-2025 LTIP was in the form of a phantom PRSU and the grants to Mr. Ahmad under our 2024-2026 LTIP and our 2025-2027 LTIP were forfeited upon his conclusion of service with our Company on December 31, 2025. Keith Allman will be granted a share award under the 2025-2027 LTIP, if the established performance goals are met, pro-rated to reflect the time that he was employed during the performance period.

  108. 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 2025, in connection with the exercise of stock options and the vesting of restricted stock previously awarded to each executive officer.

  109. 2025 Options Exercised and Stock Vested

    2025 Options Exercised and Stock Vested

  110. 2025 Options Exercised and Stock Vested

    | | Option Awards | | | Stock Awards | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jonathon J. Nudi | — | — | — | — | | Richard J. Westenberg | — | — | 12,693 | 965,810 | | Imran Ahmad (a) | — | — | 6,853 | 521,445 | | Jai Shah | 82,910 | 3,238,530 | 7,173 | 545,794 | | Kenneth G. Cole | — | — | 5,786 | 440,257 | | Keith J. Allman | — | — | 36,973 | 2,813,276 |

  111. 2025 Options Exercised and Stock Vested

    Row (a): For Imran Ahmad, 4,477 of his stock awards that vested in 2025 were phantom restricted stock units, which settled in cash.

  112. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation

  113. Payment Upon Termination

    Payment Upon Termination If a voluntary or involuntary termination of employment had occurred on December 31, 2025, our executive officers would be fully vested in the accumulated pension benefits shown in the table below. Absent an agreement for post-termination extended vesting, termination of employment would result in forfeiture to us of all unvested equity awards. Vested stock options would remain exercisable for 30 days, in the case of voluntary termination, or 90 days, in the case of involuntary termination, but not beyond the originally-specified option expiration date.

  114. Payment Upon Termination

    | Name | BRP Benefit - Defined Benefit Portion ($) | BRP Benefit - Defined Contribution Portion ($) | Total ($) | | Jonathon J. Nudi | — | — | — | | Richard J. Westenberg | — | 117,755 | 117,755 | | Jai Shah | 33,101 | 1,266,273 | 1,299,374 | | Kenneth G. Cole | — | 825,187 | 825,187 |

  115. 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 then 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. As permitted by SEC rules, the median employee for our 2025 pay ratio is the same individual we identified for our 2023 pay ratio. 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 2025 Summary Compensation Table. The total compensation of the median employee was $52,107, including wages, overtime pay, non-equity incentive program pay and company 401(k) match. Since both Mr. Allman and Mr. Nudi served as our President and CEO (non-concurrently) in 2025, we combined the 2025 annual total compensation for each of Mr. Allman and Mr. Nudi (in his capacity as our President and CEO) for the purposes of this pay ratio disclosure. The combined annual total compensation of our CEOs was $12,949,607. The resulting pay ratio is 249:1.

  116. 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.

  117. 2025 Pay Versus Performance Table

    2025 Pay Versus Performance Table

  118. 2025 Pay Versus Performance Table

    | Year (a) | Summary Compensation Table Total for PEO Nudi ($) | Compensation Actually Paid to PEO Nudi ($) (b) | Summary Compensation Table Total for PEO Allman ($) | Compensation Actually Paid to PEO Allman ($) (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) | | 2025 | 6,641,952 | 6,122,716 | 6,307,655 | 4,098,429 | 2,214,106 | 1,378,518 | 116 | 83 | 810 | 1,256 | | 2024 | | | 10,651,821 | 13,494,503 | 2,621,620 | 2,854,454 | 151 | 108 | 822 | 1,372 | | 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 |

  119. 2025 Pay Versus Performance Table

    Year (column a): For each year listed, our PEO and Non-PEO executive officers are as follows :

  120. 2025 Pay Versus Performance Table

    | Year | PEO | Non-PEO Executive Officers | | 2025 | Jonathon Nudi, Keith Allman | Richard Westenberg, Imran Ahmad, Jai Shah and Kenneth Cole. | | 2024 | Keith Allman | Richard Westenberg, Imran Ahmad, Jai Shah and Kenneth Cole. | | 2023 | Keith Allman | Richard Westenberg, Imran Ahmad, Jai Shah, Kenneth Cole, John Sznewajs and David Chaika | | 2022 | Keith Allman | John Sznewajs, Richard O’Reagan, Jai Shah and Kenneth Cole | | 2021 | Keith Allman | John Sznewajs, Richard O’Reagan, Jai Shah and Kenneth Cole |

  121. Pay Versus Performance

    Pay Versus Performance