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.

• A new Executive Committee was established to accelerate growth, with a focus on innovation, digital marketing, and e-commerce.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four directors, an advisory say-on-pay vote, ratification of PwC as independent auditors, and three management proposals to amend the Certificate of Incorporation.

• A shareholder proposal to allow holders of 10% of shares to call special meetings is opposed by the Board, which instead recommends a 25% threshold.

• The Board recommends voting FOR all management proposals and AGAINST the shareholder proposal.

Board of directors and corporate governance

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

• Board refreshment included the addition of Gary A. Coombe in 2026 and a new Compensation Committee Chair.

• The Board is transitioning from a classified structure to annual elections for all directors starting in 2026.

• Committees include Audit, Compensation, and Governance, each with defined responsibilities and annual self-evaluations.