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2025 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2025 Proxy Statement Summary
Table of Contents
Corporate Governance
President and CEO Succession
Director and Director Nominees
- Director Skills Matrix
- Director Biographies
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2024
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Accounting Considerations
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control, Retirement, Termination, Disability or Death
CEO Pay Ratio
Pay Versus Performance
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
Insider Trading Policies and Procedures
Other Proposals
Proposal 4: Management Proposal to Approve the Amendment of the Company Charter to Remove Supermajority Vote Requirements
Proposal 5: Management Proposal to Approve the Amendment of the Company Charter's Business Combination Provision
Proposal 6: Management Proposal to Approve the Amendment of the Company Charter to Provide for the Annual Election of Directors
General Information
2025 Annual Meeting of Stockholders
2026 Annual Meeting of Stockholders
Other Matters
Appendix A
Appendix B
Appendix C
Meet the Board
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2025 Proxy Statement
Masco Corporation
2024 Annual Report
2025 Proxy Statement
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Page 14 of 87
2025 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2025 Proxy Statement Summary
Table of Contents
Corporate Governance
President and CEO Succession
Director and Director Nominees
- Director Skills Matrix
- Director Biographies
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2024
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Accounting Considerations
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control, Retirement, Termination, Disability or Death
CEO Pay Ratio
Pay Versus Performance
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
Insider Trading Policies and Procedures
Other Proposals
Proposal 4: Management Proposal to Approve the Amendment of the Company Charter to Remove Supermajority Vote Requirements
Proposal 5: Management Proposal to Approve the Amendment of the Company Charter's Business Combination Provision
Proposal 6: Management Proposal to Approve the Amendment of the Company Charter to Provide for the Annual Election of Directors
General Information
2025 Annual Meeting of Stockholders
2026 Annual Meeting of Stockholders
Other Matters
Appendix A
Appendix B
Appendix C
Meet the Board
2025 Proxy Statement
2025 Proxy Statement
A Letter from the Chair of Our Board
Notice of Annual Meeting of Stockholders
2025 Proxy Statement Summary
Table of Contents
Corporate Governance
Corporate Governance
President and CEO Succession
Director and Director Nominees
- Director Skills Matrix
- Director Biographies
Board of Directors
Committees of our Board of Directors
Director Compensation Program
Related Person Transactions
Proposal 1: Election of Class I Director Nominees
Compensation Discussion & Analysis
Compensation Discussion & Analysis
Compensation Program Highlights
Compensation Decisions in 2024
Our Executive Compensation Program Highlights
Our Annual Compensation Review Process
Tax Treatment
Accounting Considerations
Compensation Committee Report
Proposal 2: Advisory Vote to Approve the Compensation of Our Named Executive Officers
Compensation of Executive Officers
Compensation of Executive Officers
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Retirement Plans
Payment Upon Change in Control, Retirement, Termination, Disability or Death
CEO Pay Ratio
Pay Versus Performance
Audit Matters
Audit Matters
Audit Committee Report
PricewaterhouseCoopers LLP Fees
Audit Committee Pre-Approval Policies and Procedures
Proposal 3: Ratification of Selection of Independent Auditors
Executive Officers & Beneficial Ownership
Executive Officers & Beneficial Ownership
Executive Officers
Security Ownership of Management and Certain Beneficial Owners
Insider Trading Policies and Procedures
Other Proposals
Other Proposals
Proposal 4: Management Proposal to Approve the Amendment of the Company Charter to Remove Supermajority Vote Requirements
Proposal 5: Management Proposal to Approve the Amendment of the Company Charter's Business Combination Provision
Proposal 6: Management Proposal to Approve the Amendment of the Company Charter to Provide for the Annual Election of Directors
General Information
General Information
2025 Annual Meeting of Stockholders
2026 Annual Meeting of Stockholders
Other Matters
Appendix A
Appendix B
Appendix C
Meet the Board
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