Sector: Industrials
MASCO CORP · Meeting: May 8, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Our Director Nominees
Coombe joined the board effective January 1, 2026, making him exempt from the TSR trigger under the 24-month new-director rule, and he brings relevant brand-building and international business expertise with no overboarding or attendance concerns.
Denari has served since 2022 (within the 24-month exemption window for full TSR trigger purposes), has no overboarding issues, attended all required meetings, and brings relevant technology and operations expertise; the TSR trigger does not fire as MAS outperformed the compensation peer group median over 3 years by +13.8 percentage points, well below the 50-point threshold needed to trigger a vote against.
O'Herlihy has served since 2013 and Masco's 3-year TSR of +40.3% is strong positive, outperforming the compensation peer group median by +13.8 percentage points, far short of the 50-point underperformance threshold required to trigger a vote against; he holds one outside public board seat (Illinois Tool Works) which is within overboarding limits.
Stevens has served since 2018 and chairs the Audit Committee with clear financial expertise (former GM CFO); Masco's 3-year TSR strongly outperforms the peer group median, so no TSR trigger fires, and he holds two outside public board seats (Genuine Parts and Flex) which is within the non-CEO director limit of four.
All four director nominees receive a FOR vote. Masco's 3-year total shareholder return of +40.3% outperforms the compensation peer group median (+26.5%) by +13.8 percentage points, well below the 50-point underperformance threshold required to trigger votes against any director. The newly joined director (Coombe) is exempt under the 24-month new-director rule. No overboarding, attendance, independence, or qualification concerns were identified for any nominee.
CEO
Jonathon J. Nudi
Total Comp
$6,641,952
Prior Support
91%%
CEO total compensation of approximately $6.6 million is reasonable for a large-cap industrial company of Masco's size and reflects a new CEO who only served half the year in 2025 (pro-rated salary of ~$529K vs. a $1.1M annual target); the pay program is heavily weighted toward variable and performance-based pay, including a long-term performance stock award tied to EPS, ROIC, and relative stock performance over three years, plus stock options that only pay out if the stock price rises. The annual cash bonus paid out at only 34% of target due to below-target operating profit and sales results, demonstrating that the incentive structure is working as intended by reducing pay when performance falls short. Prior-year shareholder support was 91%, well above the 70% concern threshold, and no structural red flags such as missing clawback provisions or excessive fixed pay were identified.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$7,500,000
Non-Audit Fees
$900,000
Non-audit fees (audit-related fees of $0.4M plus tax fees of $0.5M = $0.9M) represent approximately 12% of audit fees ($7.5M), well below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Masco's size; auditor tenure is not disclosed in the filing so the tenure trigger does not apply; no material restatements were identified.
1 proposal submitted by shareholders
Proposal 7
The shareholder proposal asks for the right to call special meetings at a 10% ownership threshold, which is a mainstream governance improvement — Masco's current charter gives shareholders no ability whatsoever to call special meetings, and the right to convene a meeting outside the annual cycle is a fundamental check on board power. While the board has countered with its own Proposal 6 offering a 25% threshold, the 25% bar is quite high (few shareholders individually hold 25%) and the one-year continuous ownership requirement adds further friction, meaning the board's version materially dilutes the right being requested. Supporting the more shareholder-friendly 10% version sends a clear signal that shareholders want meaningful access to this governance tool, not a nominal version of it.
Masco's 2026 annual meeting ballot presents a straightforward set of proposals. All four director nominees receive FOR votes, supported by solid 3-year total shareholder return that outperforms the compensation peer group, and the executive pay program earns a FOR on Say on Pay given reasonable CEO pay for a new half-year CEO, meaningful pay reductions tied to below-target 2025 performance, and 91% prior-year shareholder support. The most contested items are the competing special meeting proposals — the shareholder proposal seeking a 10% threshold (Proposal 7, FOR) is more shareholder-friendly than the board's own 25% threshold version (Proposal 6, also FOR as an improvement over the status quo), and PwC ratification passes cleanly with non-audit fees at just 12% of audit fees.
13 companies disclosed in 2026 proxy filing
