MascO Corp. DEF 14A Filing

Ticker: MAS · Form: DEF 14A · Filed: Apr 1, 2024 · CIK: 62996

Masco Corp /De/ DEF 14A Filing Summary
FieldDetail
CompanyMasco Corp /De/ (MAS)
Form TypeDEF 14A
Filed DateApr 1, 2024
Risk Levelmedium
Pages14
Reading Time17 min
Key Dollar Amounts$610 million
Sentimentneutral

Sentiment: neutral

Topics: MascO Corp, DEF 14A, Executive Compensation, Proxy Statement, Financial Data

TL;DR

<b>MascO Corp. filed its DEF 14A, detailing executive compensation and financial data for recent fiscal years.</b>

AI Summary

MASCO CORP /DE/ (MAS) filed a Proxy Statement (DEF 14A) with the SEC on April 1, 2024. MascO Corp. filed a DEF 14A with the SEC on April 1, 2024, for the period ending May 10, 2024. The filing includes financial data for the fiscal years ending December 31, 2020, 2021, 2022, and 2023. Details on executive compensation, including equity awards and adjustments, are presented for PEO and Non-PEO members. The company's principal business is in Heating Equipment, except Electric & Warm Air & Plumbing Fixtures (SIC 3430). MascO Corp. is incorporated in Delaware with its principal business address in Livonia, Michigan.

Why It Matters

For investors and stakeholders tracking MASCO CORP /DE/, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation structures and potential changes, impacting corporate governance and investor confidence. The detailed financial data and executive compensation disclosures are essential for investors to assess the company's performance, management's incentives, and overall financial health.

Risk Assessment

Risk Level: medium — MASCO CORP /DE/ shows moderate risk based on this filing. The filing is a DEF 14A, which is a routine proxy statement for annual meetings and executive compensation disclosures, indicating standard corporate governance practices rather than immediate financial distress or significant positive developments.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management incentives and potential governance changes.

Key Numbers

  • 2024-04-01 — Filing Date (DEF 14A filing date)
  • 2024-05-10 — Period of Report (DEF 14A period of report)
  • 2023-12-31 — Fiscal Year End (Company fiscal year end)
  • 3430 — SIC Code (Standard Industrial Classification for Heating Equip, except Elec & Warm Air & Plumbing Fixtures)

Key Players & Entities

  • MASCO CORP /DE/ (company) — Filer
  • 2024-04-01T00:00:00.000Z (date) — Filing Date
  • 2024-05-10 (date) — Period of Report
  • 0000062996 (company) — Central Index Key
  • 3430 (industry) — Standard Industrial Classification
  • DE (jurisdiction) — State of Incorporation
  • 1231 (date) — Fiscal Year End
  • 3132747400 (phone) — Business Phone

FAQ

When did MASCO CORP /DE/ file this DEF 14A?

MASCO CORP /DE/ filed this Proxy Statement (DEF 14A) with the SEC on April 1, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MASCO CORP /DE/ (MAS).

Where can I read the original DEF 14A filing from MASCO CORP /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MASCO CORP /DE/.

What are the key takeaways from MASCO CORP /DE/'s DEF 14A?

MASCO CORP /DE/ filed this DEF 14A on April 1, 2024. Key takeaways: MascO Corp. filed a DEF 14A with the SEC on April 1, 2024, for the period ending May 10, 2024.. The filing includes financial data for the fiscal years ending December 31, 2020, 2021, 2022, and 2023.. Details on executive compensation, including equity awards and adjustments, are presented for PEO and Non-PEO members..

Is MASCO CORP /DE/ a risky investment based on this filing?

Based on this DEF 14A, MASCO CORP /DE/ presents a moderate-risk profile. The filing is a DEF 14A, which is a routine proxy statement for annual meetings and executive compensation disclosures, indicating standard corporate governance practices rather than immediate financial distress or significant positive developments.

What should investors do after reading MASCO CORP /DE/'s DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand management incentives and potential governance changes. The overall sentiment from this filing is neutral.

How does MASCO CORP /DE/ compare to its industry peers?

MascO Corp. operates within the heating equipment and plumbing fixtures industry, a sector influenced by construction and renovation trends.

Are there regulatory concerns for MASCO CORP /DE/?

As a publicly traded company, MascO Corp. is subject to SEC regulations, including the requirement to file DEF 14A for proxy solicitations and annual meeting disclosures.

Industry Context

MascO Corp. operates within the heating equipment and plumbing fixtures industry, a sector influenced by construction and renovation trends.

Regulatory Implications

As a publicly traded company, MascO Corp. is subject to SEC regulations, including the requirement to file DEF 14A for proxy solicitations and annual meeting disclosures.

What Investors Should Do

  1. Analyze the executive compensation tables for named executive officers.
  2. Review any shareholder proposals and management's recommendations.
  3. Examine the company's governance practices outlined in the filing.

Key Dates

  • 2024-04-01: Filing Date — Filing of the DEF 14A document
  • 2024-05-10: Period of Report — The period covered by the DEF 14A filing
  • 1973-10-25: Name Change Date — Date of former company name change to Masco Corp.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine proxy statement. Specific comparative data from a previous filing is not directly available within this document's scope.

Filing Stats: 4,170 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-04-01 16:06:42

Key Financial Figures

  • $610 million — les volume and market volatility; and $610 million of capital returned to shareholders thr

Filing Documents

—CORPORATE GOVERNANCE

PART I—CORPORATE GOVERNANCE Director and Director Nominees 1 Board of Directors 9 Board Structure 9 Board Leadership 9 Director Independence 9 Board Refreshment 10 Board Membership and Composition 11 Director Commitments 11 Board and Board Committee Self-Evaluation Process 12 Risk Oversight 13 Board Meetings and Attendance 14 Communications with our Board 14 Committees of our Board of Directors 15 Director Compensation Program 18 Related Person Transactions 20 Proposal 1: Election of Class III Director Nominees 21

—COMPENSATION DISCUSSION AND ANALYSIS

PART II—COMPENSATION DISCUSSION AND ANALYSIS Compensation Program Highlights 22 Compensation Decisions in 2023 27 Our 2023 Annual Performance Program 27 Our Long-Term Incentive Program 29 Stock Options/SAR Granted in 2023 32 Other Components of our Executive Compensation Program 32 Our Executive Compensation Program Highlights 34 We Provide Long-Term Equity Incentives to Align the Interests of Our Executive Officers With Our Shareholders 34 We Can Clawback Incentive Compensation 35 We Require Minimum Levels of Stock Ownership by our Executives 35 Our Equity Awards Have Double-Trigger Change of Control Provisions 35 Our Compensation Committee Oversees an Annual Compensation Risk Evaluation 35 Our Compensation Programs Encourage Executive Retention and Protect Us 36 We Prohibit Excise Tax Gross-Up Payments 36 We Prohibit Hedging and Pledging 36 We Do Not Have Employment Agreements or Change in Control Agreements 36 Our Annual Compensation Review Process 37 Annual Management Talent Review and Development Process 37 Our Peer Group 37 Compensation Data Considered by our Compensation Committee 37 Retention of Discretion by our Compensation Committee 38 Outside Compensation Consultant 38 Tax Treatment 39 Accounting Considerations 39 Compensation Committee Report 40 Table of Contents TABLE OF CONTENTS MASCO 2024 Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers 41

—COMPENSATION OF EXECUTIVE OFFICERS

PART III—COMPENSATION OF EXECUTIVE OFFICERS Summary Compensation Table 42 Grants of Plan-Based Awards 44 Outstanding Equity Awards at Fiscal Year-End 46 Option Exercises and Stock Vested 48 Retirement Plans 48 Payment Upon Change in Control, Retirement, Termination, Disability or Death 51 CEO Pay Ratio 54 Pay Versus Performance 55

—AUDIT MATTERS

PART IV—AUDIT MATTERS Audit Committee Report 59 PricewaterhouseCoopers LLP Fees 60 Audit Committee Pre-Approval Policies and Procedures 60 Proposal 3: Ratification of Selection of Independent Auditors 61

—EXECUTIVE OFFICERS AND BENEFICIAL OWNERSHIP

PART V—EXECUTIVE OFFICERS AND BENEFICIAL OWNERSHIP Executive Officers 62

Security Ownership of Management and Certain Beneficial Owners

Security Ownership of Management and Certain Beneficial Owners 63

—OTHER PROPOSALS

PART VI—OTHER PROPOSALS Proposal 4: Approval of Our Masco Corporation 2024 Long Term Stock Incentive Plan 65 Proposal 5: Shareholder Proposal on Simple Majority Vote 73

—GENERAL INFORMATION

PART VII—GENERAL INFORMATION 2024 Annual Meeting of Stockholders 74 Who is entitled to vote at the Annual Meeting? 74 What is the difference between holding shares as a record holder and as a beneficial owner? 74 What is a broker non-vote? 75 How are abstentions and broker non-votes treated? 75 What constitutes a quorum? 75 How can I submit my vote? 75 How many votes are needed for each proposal to pass? 75 Is my proxy revocable? 76 Who is paying for the expenses involved in preparing and mailing this proxy statement? 76 What happens if additional matters are presented at the Annual Meeting? 76 What is "householding" and how does it affect me? 77 Our Website 77 2025 Annual Meeting of Stockholders 78 Other Matters 79 APPENDIX A-1 Table of Contents

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 CORPORATE GOVERNANCE This section of our proxy statement provides information on the qualifications, skills and experience of our director nominees and incumbent directors, the structure and responsibilities of our Board and its Committees, our Board's self-evaluation and risk oversight processes, and other important corporate governance matters. 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. 1 Table of Contents MASCO 2024

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE 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 2 Table of Contents

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 DIRECTOR NOMINEES FOR CLASS III (if elected, term will expire at our Annual Meeting in 2027) 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 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

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 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) 4 Table of Contents

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 CLASS I DIRECTORS (term expiring at our Annual Meeting in 2025) 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 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 sen

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 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) 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: Exten

- CORPORATE GOVERNANCE

PART I - CORPORATE GOVERNANCE MASCO 2024 CLASS II DIRECTORS (term expiring at our Annual Meeting in 2026) 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 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: Exte

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