2018 Proxy Statement
AGE: 53
Independent DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
AGE: 55
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION: Our President and Chief Executive Officer, since 2014
AGE: 46
Independent DIRECTOR SINCE: 2017
DIRECTOR CLASS: I*
POSITION: President, Industrial Gases, Americas of Air Products &
Chemicals, Inc., since 2015
AGE: 71
Independent DIRECTOR SINCE: 2003
DIRECTOR CLASS: II*
POSITION: Retired Chief Financial Officer and
Executive Vice President of General Motors Corporation, a
global automotive company
AGE: 81
DIRECTOR SINCE: 1964
DIRECTOR CLASS: III*
POSITION: Chairman Emeritus, since 2012
AGE: 54
Independent DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION: Vice Chairman of Illinois Tool Works Inc., a global
diversified industrial manufacturer of specialized industrial
equipment, consumables, and related service businesses,
since 2015
AGE: 65
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
AGE: 59
Independent DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION: Former Vice Chairman and Chief Financial Officer of
Taubman Centers, Inc., a real estate investment trust
AGE: 64
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION: Retired Chairman of the Board and Chief Executive Officer
of TRW Automotive Holdings Corp., a diversified
automotive supplier
AGE: 58
Independent DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION: Executive Vice President and Chief Financial Officer of
General Motors Company since 2014
AGE: 58
Independent DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION: Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based
law firm, since April 2000, and currently serves on its
Executive Committee
* Director classes:
Key Facts about our Board
Mark R. Alexander AGE: 53
Independent DIRECTOR SINCE: 2014
DIRECTOR CLASS: III*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As President of Campbell Soup Company’s largest division,
Mr. Alexander brings to our Board strong leadership skills and
experience in developing and executing business growth
strategies. His current business responsibilities include
investing in brand-building, innovation and expanded
distribution, which correspond to areas of focus at our business
operations. His extensive international experience with
consumer branded products and his background in marketing
and customer relations also provide our Board with expertise
and insight as we leverage our consumer brands in the global
market.
BUSINESS EXPERIENCE:
* Director classes:
Keith J. Allman AGE: 55
DIRECTOR SINCE: 2014
DIRECTOR CLASS: II*
POSITION:
Our President and Chief Executive Officer, since 2014 RELEVANT SKILLS AND EXPERIENCE:
Mr. Allman brings to our Board strong business leadership
skills, hands-on operational experience with our businesses
and valuable insight into our culture. He played an integral
role in developing our strategies to strengthen our brands
and improve our execution, which has helped to provide
the foundation for the current direction of our Company. His
key leadership positions within our Company have given
him deep knowledge of all aspects of our business, and he
also possesses a significant understanding of, and
experience with, complex operations as well as company-specific
customer expertise.
BUSINESS EXPERIENCE:
* Director classes:
Marie A. Ffolkes AGE: 46
Independent DIRECTOR SINCE: 2017
DIRECTOR CLASS: I*
POSITION:
President, Industrial Gases, Americas of Air Products & Chemicals, Inc., since 2015 RELEVANT SKILLS AND EXPERIENCE:
As President, Industrial Gases, Americas of Air Products & Chemicals, Inc., Ms. Ffolkes is responsible for leading the
strategy implementation and profitability of the company’s
industrial gases operations in North America and South
America. Ms. Ffolkes has strong leadership skills in areas
important to Masco’s performance including, operations,
finance, international markets, marketing and personnel.
BUSINESS EXPERIENCE:
* Director classes:
J. Michael Losh AGE: 71
Independent DIRECTOR SINCE: 2003
DIRECTOR CLASS: II*
POSITION:
Retired Chief Financial Officer and Executive Vice President of General Motors Corporation, a global automotive company RELEVANT SKILLS AND EXPERIENCE:
Mr. Losh has strong leadership skills gained through
significant executive leadership positions and through his
service on boards of other publicly held companies in
various industries. His current activities provide him with
valuable exposure to developments in board oversight
responsibilities, corporate governance, risk management,
accounting and financial reporting, which enhances his
service to us as Chairman of our Board. In addition, Mr.
Losh has experience with and understands complex
international financial transactions. He possesses
substantial finance and accounting expertise gained
through his experience as Chief Financial Officer of large
organizations and through his service on other boards and
audit committees.
BUSINESS EXPERIENCE:
* Director classes:
Richard A. Manoogian AGE: 81
DIRECTOR SINCE: 1964
DIRECTOR CLASS: III*
POSITION:
Chairman Emeritus, since 2012 RELEVANT SKILLS AND EXPERIENCE:
Mr. Manoogian was instrumental in the dramatic growth of
Masco to become a global leader in the design,
manufacture and distribution of branded home
improvement and building products. His experience in
navigating our Company through various phases of its
transformation and diversification provides our Board with
unique and extensive knowledge of our Company’s history
and strategies. As a long-term leader at Masco, Mr.
Manoogian possesses firsthand knowledge of our
operations as well as a deep understanding of the
residential repair and remodeling and new home
construction industries.
BUSINESS EXPERIENCE:
* Director classes:
Christopher A. O'Herlihy AGE: 54
Independent DIRECTOR SINCE: 2013
DIRECTOR CLASS: II*
POSITION:
Vice Chairman of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 2015 RELEVANT SKILLS AND EXPERIENCE:
Mr. O'Herlihy joined Illinois Tool Works Inc. in 1989. During
his almost 30 years with Illinois Tool Works, he has held
several executive positions through which he has acquired
extensive knowledge and experience in all aspects of
business, including business strategy, operations,
acquisitions, emerging markets, financial performance and
structure, legal matters and human resources/talent
management. His current responsibilities include
developing and executing the overall corporate growth
strategy. He brings to our Board strategic insight and
understanding of complex business and manufacturing
operations, as well as a valuable perspective of
international business operations, gained through his
experience with a multi-billion dollar diversified global
organization.
BUSINESS EXPERIENCE:
* Director classes:
Donald R. Parfet AGE: 65
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: I*
POSITION:
RELEVANT SKILLS AND EXPERIENCE:
As an executive with responsibilities for numerous global
businesses, Mr. Parfet brings extensive financial and
operating experience to our Board, particularly in areas
of financial and corporate staff management and senior
operational practices for multiple global business units.
His experience in business development and venture
capital firms provides our Board with a valued
perspective on growth and strategy. He is also
experienced in leading strategic planning, risk
assessment, human resource planning and financial
planning and control. His global operating experience,
strong financial background and proven leadership
capabilities are especially important to our Board’s
consideration of product and geographic expansion and
business development opportunities.
BUSINESS EXPERIENCE:
* Director classes:
Lisa A. Payne AGE: 59
Independent DIRECTOR SINCE: 2006
DIRECTOR CLASS: I*
POSITION:
Former Vice Chairman and Chief Financial Officer of Taubman Centers, Inc., a real estate investment trust RELEVANT SKILLS AND EXPERIENCE:
Ms. Payne provides leadership and executive management
experience to our Board. She also possesses substantial
financial, accounting and corporate finance expertise
gained through her experience as Chief Financial Officer of
Taubman Centers and as an investment banker. Her
financial focus and proficiency helped guide Taubman
Centers through the economic recession and increase
shareholder value. She brings to our Board an
understanding of growth strategy. In addition, Ms. Payne's
extensive experience in real estate investment,
development and acquisition gives her an informed and
thorough understanding of macroeconomic factors that
may impact our business.
BUSINESS EXPERIENCE:
* Director classes:
John C. Plant AGE: 64
Independent DIRECTOR SINCE: 2012
DIRECTOR CLASS: III*
POSITION:
Retired Chairman of the Board and Chief Executive Officer of TRW Automotive Holdings Corp., a diversified automotive supplier RELEVANT SKILLS AND EXPERIENCE:
Based on his leadership positions with multi-billion dollar
diversified global companies, Mr. Plant brings to our Board
strategic insight and understanding of complex operations
as well as a valuable perspective of international business.
He understands how to manage a company through
economic cycles and major transactions. He also has a
strong background in finance and extensive knowledge and
experience in all aspects of business, including operations,
business development matters, financial performance and
structure, legal matters and human resources.
BUSINESS EXPERIENCE:
* Director classes:
Charles K. Stevens, III AGE: 58
Independent DIRECTOR SINCE: 2018
DIRECTOR CLASS: II*
POSITION:
Executive Vice President and Chief Financial Officer of General Motors Company since 2014 RELEVANT SKILLS AND EXPERIENCE:
Mr. Stevens joined General Motors Company in 1983 with
the Buick Motor Division. He brings over 30 years of
financial experience to our board. His extensive
background and expertise will provide our management
and board with a significant understanding of finance,
financial operations, international financial matters and
consumer goods. His current responsibilities include
leading General Motor Company’s global financial and
accounting operations.
BUSINESS EXPERIENCE:
* Director classes:
Reginald M. Turner AGE: 58
Independent DIRECTOR SINCE: 2015
DIRECTOR CLASS: I*
POSITION:
Attorney and Member, Clark Hill PLC, a Detroit, Michigan-based law firm, since April 2000, and currently serves on its Executive Committee RELEVANT SKILLS AND EXPERIENCE:
As an accomplished litigator and legal advisor with
expertise in labor and employment law and government
relations, Mr. Turner brings to our Board substantial insight
in these areas. His background, coupled with his service as
a director of a financial institution and a member of its
enterprise risk committee, make him a valuable asset to our
Board in the areas of risk management and finance. Mr.
Turner has numerous and varied experiences in business,
civic and charitable leadership roles, and his skills and
insight benefit our Board as it considers issues of risk
management, corporate governance and legal risk.
BUSINESS EXPERIENCE:
* Director classes:
Audit Committee 
Mary Ann
Van Lokeren* *Effective at our Annual Meeting of Stockholders, Mary Ann Van Lokeren, who has served Masco as a director since 1997, will be retiring from our Board. We thank Ms. Van Lokeren for her service and express our sincerest appreciation and gratitude for her dedication, contributions and leadership during her years with us.
5
meetings in 2017 Audit Committee activities in 2017 included:
Audit Committee responsibilities include assisting the Board in its oversight of:
In addition, our Audit Committee reviews and discusses with management certain financial and non-financial risks. Organization and Compensation Committee
Mary Ann
Van Lokeren* *Effective at our Annual Meeting of Stockholders, Mary Ann Van Lokeren, who has served Masco as a director since 1997, will be retiring from our Board. We thank Ms. Van Lokeren for her service and express our sincerest appreciation and gratitude for her dedication, contributions and leadership during her years with us.
6
meetings in 2017 Compensation Committee activities in 2017 included:
Our Compensation Committee is responsible for:
In addition, our Compensation Committee evaluates risks arising from our compensation policies and practices, and has determined that such risks are not reasonably likely to have a material adverse effect on us. Our executive officers and other members of management report to the Compensation Committee on executive compensation programs at our business units to assess whether these programs or practices expose us to excessive risk. Corporate Governance and Nominating Committee
Mary Ann
Van Lokeren* *Effective at our Annual Meeting of Stockholders, Mary Ann Van Lokeren, who has served Masco as a director since 1997, will be retiring from our Board. We thank Ms. Van Lokeren for her service and express our sincerest appreciation and gratitude for her dedication, contributions and leadership during her years with us.
4
meetings in 2017 Governance Committee activities in 2017 included:
Our Governance Committee is responsible for:
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