Masco (MAS) Proxy filing summary

Executive summary

• 2025 saw disciplined execution of strategic priorities, solid financial performance, and continued capital returns, including the 13th consecutive annual dividend increase announced in early 2026.

• Sales decreased 3% to $7.6 billion, operating profit fell 8% to $1.2 billion, and operating margin declined 90 basis points to 16.5%.

• Approximately $832 million was returned to shareholders via share repurchases and dividends.

• CEO succession occurred in 2025, with Jonathon Nudi appointed as President and CEO.

Voting matters and shareholder proposals

• Election of four directors: Gary A. Coombe, Aine L. Denari, Christopher A. O'Herlihy, and Charles K. Stevens.

• Advisory vote to approve executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.

• Management proposals to amend the Certificate of Incorporation: limit officer liability, move advance notice provisions for nominations to Bylaws, and enable shareholders' right to call special meetings.

• Shareholder proposal to allow 10% ownership to call special meetings; Board recommends against, supporting a 25% threshold instead.

Board of directors and corporate governance

• Board consists of ten directors, nine of whom are independent; 90% of directors and 100% of committee members are independent.

• Board declassification is being phased in, moving to annual elections for all directors starting in 2026.

• Ongoing board refreshment, including the addition of Gary A. Coombe in 2026.

• Committees: Audit, Compensation, and Governance, all with independent members.

• Annual board and committee self-evaluations, with a third-party facilitated process planned for 2026.