Masco Corporation 

17450 College Parkway 

Livonia, MI 48152 

313-274-7400 

www.masco.com 

2023 was another dynamic and successful year in which Masco improved on a number of operating metrics, demonstrated the sustained strength of our unmatched brand portfolio and unlocked significant shareholder value.

Masco continued to benefit from disciplined pricing and ongoing improvement in operational efficiencies in 2023, resulting in:

Strong, resilient and sustainable – these are words that describe Masco, as demonstrated by our performance and the strong execution we delivered during 2022. I am pleased to provide a few highlights of 2022 as we head into our annual meeting. First,

I would like to thank and give credit to our more than 19,000 dedicatedMasco’s approximately 18,000 employees around the world who share our desire to deliver better living possibilities for our homes, our environment, and our communities. Their hard work and dedication made possible the successes highlighted here.

Strong

The headwinds Masco faced throughout 2022 include an increasingly challenging macroeconomic environment. By taking action to drive growth and offset increased costs and fluctuations in consumer demand, we delivered four percent year-over-year sales growth and returned approximately $1.2 billion to our shareholders in the form of share repurchases and dividends.

Resilient

While we continue to navigate an uncertain near-term economic landscape, we believe we are well positioned to outperform the market with our industry leading portfolio of branded, lower ticket, repair and remodel-oriented products that serve both the do-it-yourself and professional markets. And, with our strong balance sheet and disciplined capital allocation, we believe we will continue to deliver long-term value for our shareholders.

Sustainable

We also continue totheir focus on maintaining our customers, strong reputation for ethical business practicesexecution and doing businessa continuous improvement mindset that is the right way, further enabling our desire to provide better living possibilities. Reflectivecornerstone of this commitment, we recently announced an aspirational target to reduce our scope 1the Masco Operating System. Their efforts delivered Masco’s strong 2023 performance.

Board Refreshment and 2 absolute greenhouse gas emissions by 50% by the year 2030 compared to 2020 emissions. This goal alignsExecutive Management Team Succession

Our board refreshment continued in 2023 with the current standardaddition of science-based targets deemed necessarytwo new directors. Jonathon Nudi, a Group President at General Mills, brings a wealth of expertise to mitigate the effectsBoard related to marketing and brand management within the retail channel, international business operations and product innovation. Sandeep Reddy, Chief Financial Officer at Domino’s Pizza, provides the Board with significant insights on the oversight of climate change.financial operations and functions, consumer-facing businesses, and risk management, as well as global expertise.

Robust Board Oversight

Underpinning allAdditionally, in October 2023, following the retirement of this is a commitment to strong governance practices,Masco’s previous Vice President, Chief Financial Officer, John Sznewajs, the Company welcomed Rick Westenberg into the role, with oversight byfor all our Finance functions as well as our Corporate Development and Information Technology departments. Rick brings the Company over 25 years of experience, including nearly 15 years leading global finance organizations. The Board is very pleased to have Rick join Masco’s strong performing management team.

We are Mindful of Our Impact

Masco’s focus on conducting business in a Boardmanner that contributes to a better environment in the communities where we live, work and do business continued in 2023. Sustainable products accounted for approximately fifty percent of diverse, independent directors who are focusedMasco’s revenue in 2023. These products include paints that meet the GREENGUARD^® certification or MPI Green Performance^TM Standard, faucet and shower products that meet water flow conservation standards such as WaterSense^® and the European Water Label, and lighting fixtures that use LED or reclaimed wood products.

I believe Masco is well positioned to deliver long-term shareholder value, with our industry leading brands, strong balance sheet and disciplined capital allocation. I am looking forward to the year ahead as the focus at Masco remains on overseeingdelivering better living possibilities – for our enterprise strategy, significant risks,homes, our environment and our sustainability initiatives. This past year we were pleased to select Aine L. Denari to join our Board. Aine brings strong leadership experience and valuable perspectives on strategic growth, complex manufacturing operations, finance, technology and human capital management. We also continued our ongoing Committee refreshment, as demonstrated by the appointment of Marie Ffolkes as the Chair of our Corporate Governance and Nominating Committee in 2022.

Our deeply experienced Board is focused on overseeing Masco’s high standards of excellence, accountability and leadership. For us, this means demonstrating strong financial responsibility to those who invest in our Company, continuing to create innovative products that customers trust, cultivating a diverse, equitable and inclusive workplace, and being a catalyst for good in the neighborhoods in which we operate.

Effective at our Annual Meeting of Stockholders, Reginald Turner, who has served Masco as a director since 2015, will be retiring from our Board. We are very grateful to Reggie for his service and express our sincerest appreciation and gratitude for his dedication and his valuable perspectives and contributions during his years with us.community.

On behalf of the entire Board, I thank you for your support and investment in Masco and belief in our ability to create value for our stakeholders.Masco. We invite you to attend Masco Corporation’s Annual Meeting of Stockholders, which will be held virtually at 9:30 a.m. Eastern Time on Thursday,Friday, May 11, 2023 at our corporate office in Livonia, Michigan, and ask for your voting support on the items contained in this proxy.10, 2024.

THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED OR

OTHERWISE MADE AVAILABLE TO STOCKHOLDERSSHAREHOLDERS ON OR ABOUT MARCH 31, 2023.APRIL 1, 2024.

Our 2024 Annual Meeting of Stockholders will be held virtually through an audio-only webcast on May 10, 2024 at 9:30 a.m. Eastern Time. You will not be able to attend the meeting in person. Stockholders of record at the close of business on March 17, 202315, 2024 are entitled to vote at the Annual Meeting or any adjournment or postponement of the meeting. Whether or not you plan to attend the Annual Meeting, you can ensure that your shares are represented at the meeting by promptly voting by internet or by telephone, or by completing, signing, dating and returning your proxy card in the enclosed postage prepaid envelope. Instructions for each of these methods and the control number that you will need to vote are provided on the proxy card. You may withdraw your proxy before it is exercised by following the directions in the proxy statement. Alternatively, you may vote atduring the meeting.

By Order of the Board of Directors,

Kenneth G. Cole

Vice President, General Counsel and Secretary

PARTICIPATING IN OUR ANNUAL MEETING:

Online access to our virtual Annual Meeting will open at approximately 9:15 a.m. Eastern Time, on May 10, 2024 at www.virtualshareholdermeeting.com/MAS2024. To access the meeting, vote and ask questions, you will need to have a valid control number. Your control number can be found on your proxy card or voting instruction form. If you encounter any difficulties accessing the meeting during the check-in time or during the meeting, technical support will be available to you through the meeting website. Please refer to the “2024 Annual Meeting of Stockholders” section below for further details regarding our Annual Meeting.

Questions may be submitted during the Annual Meeting by following the instructions available on the meeting website. We will answer as many stockholder questions as time permits. However, we may not respond to questions that are not pertinent to the business of the meeting. Single responses to a group of substantially similar questions may be provided to avoid repetition. We ask that attendees please help us keep the proceedings orderly and follow the Annual Meeting rules of conduct that will be posted on the meeting website.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 11, 2023:10, 2024: THIS PROXY STATEMENT AND THE MASCO CORPORATION 20222023 ANNUAL REPORT TO STOCKHOLDERS, WHICH INCLUDES THE COMPANY’S ANNUAL REPORT ON FORM 10-K, ARE AVAILABLE AT:

http://www.ezodproxy.com/masco/20232024

THE COMPANY WILL PROVIDE A COPY OF ITS ANNUAL REPORT ON FORM 10-K, WITHOUT CHARGE, UPON A STOCKHOLDER’S WRITTEN REQUEST TO: INVESTOR RELATIONS, MASCO CORPORATION, 17450 COLLEGE PARKWAY, LIVONIA, MICHIGAN 48152.

In 2022,2023, we achieved year-over-yeardelivered strong performance by improving a number of our operating metrics, including our operating profit and operating margin, even though softer sales growth, but increased costs and lower consumer demandvolume for our products and market volatility contributed to a decrease in our year-over-year operating profit. Amidst these challenges, we continuedsales. We continue to leverage our industry-leading brands to deliver new product innovations, reinvest in our business to position us for future growth and deploy our capital allocation strategy to return value to our shareholders.

TABLE OF CONTENTS

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 nine continuingeleven directors, eightten 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 continuing independent 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 continuing directors.

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Alexander

Allman

Denari

Ffolkes

Nudi

O’Herlihy

Parfet

Payne

Plant

Reddy

Stevens

Business Operations and& 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 Accountingin 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

International Business

Manufacturing

Talent Management Expertise in the execution of talent management strategies and initiatives, including those focused on key employee development and retention, and succession planning

Marketing and Brand Management

Talent Management

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DIRECTOR NOMINEES FOR CLASS II

III (If Elected, Termif elected, term will Expireexpire at theour Annual Meeting in 2026)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

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4

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

5

6

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

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Christopher A. O’Herlihy Age: 60 Director Since: 2013 Independent Board Committees: •    Compensation (Chair)		Charles K. Stevens, IIIPOSITION:
President and Chief Executive Officer,AGE: 59		AGE: 63
DIRECTOR SINCE: 2013		DIRECTOR SINCE: 2018
POSITION: Vice Chair of Illinois Tool Works Inc., a global diversified industrial manufacturer of specialized industrial equipment, consumables, and related service businesses, since 20152024		POSITION: Retired Executive Vice President and Chief Financial Officer of General Motors Company, a global automotive company
RELEVANT SKILLS AND EXPERIENCE:		RELEVANT SKILLS AND EXPERIENCE:
Gained through•Business Operation and Leadership: Extensive experience acquired in his over 30 years of experience with Illinois Tool Works, Inc., Mr. O’Herlihy brings to our Board strategic insight and an understanding of complex business and manufacturing operations, as well as a valuable perspective on developing innovative products. Mr. O’Herlihy has held several executive positions, with Illinois Tool Works, Inc., through which he has acquired extensivedeep knowledge and experience in all aspects of business operations, including business strategy international business operations, mergers and acquisitions,development, product development, emerging markets and financial performance and structure legal matters, human resources •International Business: Significant expertise acquired while overseeing business operations in Europe, South America and talent management. His current responsibilities include developing and executing that company’s overall corporate growth strategy.Asia		Mr. Stevens joined General Motors Company in 1983 with the Buick Motor Division. In•Manufacturing:In-depth understanding of complex manufacturing operations gained during his overmore than 30 years with General Motors Company, Mr. Stevens acquired significant leadership experience in financial and accounting operations. His past responsibilities include beingIllinois Tool Works, a vital contributor to developing and executing business strategies to drive profitable growth, which benefits our Board as it oversees our strategy. His extensive background and expertise provide to our management and Board a valuable understanding of finance, financial operations, international financial matters, risk evaluation and management, mergers and acquisitions and consumer goods.diversified industrial manufacturer
BUSINESS EXPERIENCE:		BUSINESS EXPERIENCE:
•    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 overalmost 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)

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CLASS III DIRECTORS

(Term Expiring at the Annual Meeting in 2024)

Mark R. Alexander		Marie A. Ffolkes
AGE: 58		AGE: 51
DIRECTOR SINCE: 2014		DIRECTOR SINCE: 2017
POSITION: Chief Executive Officer, Icelandic Provisions, Inc., a provider of Icelandic dairy products, since 2019		POSITION: Founder and CEO, Axxelist, LLC, a private technology real estate company
RELEVANT SKILLS AND EXPERIENCE:		RELEVANT SKILLS AND EXPERIENCE:
Through his experience as a current CEO and as the former 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, including through innovation and mergers and acquisitions. His past 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.		Through her experience as a CEO and as the former President, Industrial Gases, Americas for Air Products & Chemicals, Inc., Ms. Ffolkes brings to our Board extensive experience in developing and leading strategy implementation and driving operational profitability. Ms. Ffolkes’ past responsibilities allows her to provide valuable contributions and perspectives to our Board in areas important to our performance including operations, finance, international markets and marketing. Additionally, Ms. Ffolkes’ strong experience in executive leadership roles provide our Board valuable perspectives on talent management oversight.
BUSINESS EXPERIENCE:		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		• Director of Valero Energy Corporation • Director of Colson Group Holdings, LLC, a privately-held manufacturer of casters and wheels • 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) • Director of National Association of Manufacturers

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Assessment of our Directors’ Independence

Our Board has determined that nineten of our teneleven directors serving at December 31, 2022,2023, including all of our non-employee directors, are independent. As an employee, Mr. Allman, our President and Chief Executive Officer, is not an independent director.

In making its independence determinations, our Board reviewed all transactions, relationships and arrangements for the last three fiscal years involving each non-employee director and the Company.

Our Board also determined that we did not make any discretionary charitable contributions exceeding the greater of $1 million or 2% of the revenues of any charitable organization in which any of our directors, or an immediate family member of any of our directors, was an executive officer and actively involved in the day-to-day operations.

Committee Member Independence Assessment

Our Board has determined that each member of our Audit Committee, Compensation Committee and Governance Committee qualifies as independent under the requirements of applicable law and the New York Stock Exchange’s listing standards.

Board Refreshment

Our Governance Committee periodically assesses the composition of our Board by reviewing our directors’ skills and expertise and reviews current director tenure, including whether any vacancies are expected on our Board due to retirement or otherwise. From time to time, our Board completes a director skill-set analysisskills and experience assessment to provide our Governance Committee insight into our Board’s composition. TheOur Governance Committee uses this information to evaluate the skills and experience represented on our Board and to identify anticipated skills and experience that would be valuable to our Board in the future to best support our Company’s strategic objectives. The Board most recently completed this assessment in early 2023, following its annual strategy day.

In 2022,2023, our Governance Committee considered candidate recommendations of our directors and engaged a third party director recruitment firm to assist it with a director candidate search that resulted in our Board’s appointment of atwo new independent director, Ms. Aine Denari. Ms. Denari isdirectors, Mr. Jonathon Nudi, the Group President, Pet, International and North America Foodservice of General Mills Inc. and Mr. Sandeep Reddy, the Executive Vice President and President– Chief Financial Officer of Brunswick Boat Group for Brunswick Corporation. She bringsDomino’s Pizza, Inc.. Please refer to our Board strongdirector skills matrix and director biographies above for the valuable skills, experience in and valuable perspectives on strategic growth, complex manufacturing operations, finance, technology and human capital management.

In addition, in 2022, followingeach bring to our Governance Committee’s review of Committee Chair assignments, the Board appointed Marie Ffolkes to be the new Chair of our Governance Committee. Ms. Ffolkes has served on our Board since 2017 and has served on each of our Audit Committee, Compensation Committee and Governance Committee.Board.

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Board Membership and Composition

Board Membership

Our Governance Committee believes that directors should possess exemplary personal and professional reputations, reflecting high ethical standards and values. The expertise and experience of directors should provide a source of strategic and risk oversight, advice and guidance to our management. A director’s judgment should demonstrate an inquisitive and independent perspective with intelligence and practical wisdom. Directors should be free of any significant business relationships which would result in a potential conflict in judgment between our interests and the interests of those with whom we do business. Each director should be committed to serving on our Board for an extended period of time and to devoting sufficient time to carry out the director’s duties and responsibilities in an effective manner for the benefit of our shareholders.

Our Governance Committee also considers additional criteria adopted by our Board for director nominees and the independence, financial literacy and financial expertise standards required by applicable law and by the New York Stock Exchange.

Board Composition

As part of its assessment of board composition and evaluation of potential director candidates, our Governance Committee considers whether our directors hold diverse viewpoints, professional experiences, education and other skills and attributes that are necessary to enhance our Board’s effectiveness. In addition, our Governance Committee believes that it is desirable for directors to possess diverse characteristics of gender, race, national origin, ethnicity and age, and considers such factors in its evaluation of candidates for board membership. Neither our Board nor our Governance Committee has adopted a formal Board diversity policy. Our Governance Committee expects that the proportion of our gender-diverse directors will increase to 30% on or before the date of our 2025 Annual Meeting of Shareholders.

Director Candidate Recommendations

The Governance Committee uses a number of sources to identify and evaluate director nominees. It is the Governance Committee’s policy to consider director candidates recommended by shareholders. All Board candidates, including those recommended by shareholders, are evaluated against the criteria described above. shareholdersShareholders wishing to have the Governance Committee consider a candidate should submit the candidate’s name and pertinent background information to our Secretary at the address stated below in “Communications with our Board of Directors.” Shareholders who wish to nominate director candidates for election to our Board should follow the procedures set forth in our Certificate of Incorporation and Bylaws.

Director Commitments

9Our Board believes that each director should be committed to serving on our Board for an extended period of time and to devoting sufficient time to carry out the director’s duties and responsibilities in an effective manner for the benefit of our shareholders. Our Board’s Corporate Governance Guidelines require each director to promptly notify the Governance Committee Chair before accepting any invitation to serve on the board of any for-profit business entity. The Governance Committee evaluates and advises whether it believes service on such outside board would interfere with the director’s service on our Board.

Our Board recognizes that the public company commitments of our director, John Plant, who also serves as the Chair of the Board and Chief Executive Officer of Howmet Aerospace Inc. and as a member of Jabil Inc.’s board, exceed the policies of certain of our shareholders and of proxy advisors. Our Board believes that Mr. Plant has been a highly valued member of our Board since 2012, has demonstrated his active engagement through his consistent attendance and participation with Board matters, both during and in-between Board meetings, and that he has the time and ability to fulfill his obligations to our Board. During the past three years, Mr. Plant has attended 95% of all of our Board and

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Committee meetings of which he is a member. He brings to our Board uniquely deep expertise in leading complex and efficient business and manufacturing operations and executing significant M&A transactions, as well as capital allocation strategies, all of which drive top-and bottom-line growth and long-term shareholder value creation. After robust and thorough discussion and consideration of Mr. Plant’s contributions to our Board, and his demonstrated continued focus and attention to our Company, our Board uniformly believes that his continued service as a director is in the best interest of our Company and our shareholders and recommends Mr. Plant for re-election at our Annual Meeting.

Board and Board Committee Self-Evaluation Process

Our Governance Committee is responsible for the oversight of our Board’s and each Board Committee’s annual self-evaluation process, including establishing evaluation criteria for the Board and Board Committees and reporting to the Board on the process and results of the evaluationBoard self-evaluation and any recommendations for proposed changes. Our Board’schanges to Board policies or practices. The self-evaluation process includes the following components:

Survey:

Each year our directors undertake an anonymous self-evaluation to assess our Board’s performance. The directors provide feedback on:

Periodically, our directors also undertake a board planning review and conduct a director skills and experience assessment. This assessment, facilitateswhich facilitate both the Board’s understanding of its current composition and director succession planning in order to ensure our Board’s future composition is best able to support our company’s strategic objectives.

Individual Director Discussions:

The Chair of our Board and the Chair of our Governance Committee review a summary of the self-evaluation results and each holds results. Each then conducts one-on-one discussions with our directors to discuss feedback on the topics included in the annual self-evaluation and to engage in in-depth discussions regarding the functions of the Board.

Review and Discussion:Discussion by Governance Committee and Board:

Our Governance Committee discusses the self-evaluation results, including feedback from the individual director discussions with our Chair of the Board and the Chair of our Governance Committee, and considers opportunities for enhancements and recommendations. The evaluation results and recommendations are then discussed by the full Board.

Consider Feedback:

Director feedback is considered by the Board and the Committees, and Board and Committee policies and practices are updated as appropriate.

Committee Self-Evaluation Discussions:

10Annually, each of our Board Committees engages in a Committee self-evaluation during executive session. In 2023, we enhanced our Committee self-evaluation process to align with our Board self-evaluation process and to facilitate robust and candid discussion among Committee members on the topics of Committee structure, composition and meetings, the effectiveness of the Committee’s oversight over the matters for which it has responsibility and the adequacy of the resources provided to the Committee, including third-party advisors.

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Risk Oversight

Our Board has a thorough approach to the oversight of our risk management practices, both directly and through its Committees. Our Board reviews and discusses with management comprehensive analyses describing the material risks facing us and the actions we are taking to mitigate these risks. Management provides updates regarding these risks and mitigation activities to the Board and Board Committees throughout the year, as necessary.

Our Board’s key risk oversight activities include:

Strategic risk oversight:

Our Board has delegated certain oversight responsibilities to our Board Committees, as follows:

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Board Meetings and Attendance

Our Board held fivenine meetings in 2022.2023. Each director attended at least 75% of our Board meetings and applicable committee meetings that were held in 20222023 during the period he or she served. It is our policy to encourage directors to attend our Annual Meeting of Stockholders,Shareholders, and all of our then-serving directors then in office attended our 20222023 Annual Meeting. Our independent directors meet separately at least once per year. Ms. Payne, as the Chair of our Board, presides over these executive sessions.

Communications with our Board of Directors

If you are interested in contacting the Chair of our Board, an individual director, our Board as a group, our independent directors as a group, or a specific Board committee,Committee, you may send a communication, specifying the individual or group you wish to contact, in care of: Kenneth G. Cole, Secretary, Masco Corporation, 17450 College Parkway, Livonia, Michigan 48152. Certain communications that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitations; junk mail, mass mailings and spam; employment inquiries; and surveys.

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COMMITTEES OF OUR BOARD OF DIRECTORS

The standing committees of our Board are the Audit Committee, the Compensation Committee and the Governance Committee. These committees function pursuant to written charters adopted by our Board. The committee charters, as well as our Corporate Governance Guidelines and our Code of Ethics, are posted on our website at www.masco.com and are available to you in print from our website or upon request.

Audit Committee

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Compensation and Talent Committee

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Corporate Governance and Nominating Committee

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DIRECTOR COMPENSATION PROGRAM

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

Annual Equity Retainer (row a): In 2022,2023, the annual equity retainer was paid in the form of restricted stock units granted under our Non-Employee Director Equity Program. Our Non-Employee Director Equity Program imposes a limit on the amount of equity a director may receive during a year of the greater of 25,000 restricted stock units or equity with a grant date value of $500,000.

Meeting Fee (row b): Our Board may approve the payment of meeting fees to directors serving on three or more standing committees or serving as members of a special committee constituted by our Board. No such fees were paid for 2022.2023.

Other Compensation

Our non-employee directors may also receive the following benefits, which are available to all of our employees:

In addition, if space is available, a director’s spouse is permitted to accompany a director who travels on Company aircraft to attend Board or committee meetings.

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 2022,2023, the Committee did not recommend any changes to the Board.

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DIRECTOR COMPENSATION TABLEDirector Compensation Table

The following table reflects 20222023 compensation paid to our directors who served on our Board in 2022,2023, other than Mr.Keith Allman, who is also a Company employee and receives no additional compensation for his service as a director.

2022 Director Compensation Reginald Turner concluded his service on our Board on May 11, 2023. Mr. Turner did not receive any additional payments in connection with his departure.

Restricted Stock Units (column a): In May 2022,2023, we granted 2,9303,040 restricted stock units to each non-employee director serving on our Board. In addition, in July 2022,2023, we granted Ms. Denari,Jonathon Nudi, whose service began on our BoardJune 1, 2023, 2,640 restricted stock units and we granted Sandeep Reddy, whose service began inon June 2022, 2,89015, 2023, 2,420 restricted stock units. The amounts reported in this column reflect the aggregate grant date fair value of the restricted stock units, calculated in accordance with accounting guidance. Directors realize the value of these grants over time because the vesting occurs pro rata over three years, and one-half of the restricted stock each of our directors receives as compensation must be retained until completion of their service on our Board.

All Other Compensation (column b): The amounts reported in this column reflect our contributions in 20222023 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, 20222023 by each non-employee director who was serving on that date.

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RELATED PERSON TRANSACTIONS

Our Board of Directors has adopted a Related Person Transaction Policy that requires our Board or a committee of independent directors to approve or ratify any transaction involving us in which any director, director nominee, executive officer, 5% beneficial owner or any of his or her immediate family members has a direct or indirect material interest.

Related PersonsPerson Transaction Policy

Our policy covers:

Our policy excludes transactions determined by our Board not to involve a material interest of the related person, such as: