8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

September 21, 2023

Masco Corporation

(Exact name of Registrant as Specified in Charter)

(313) 274-7400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered

pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors

or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Mr. David A. Chaika, who was elected as the Interim Chief Financial Officer of the Company effective June 1, 2023, will conclude in such interim role effective October 15, 2023. His conclusion in this role was not from a result of any disagreement with the Company or any other entity or any matter relating to the operations, policies or practices of the Company.

(c) On September 21, 2023, the Board of Directors of Masco Corporation (the “Company”) elected Richard Westenberg, 49, as the Company’s Vice President, Chief Financial Officer, effective October 16, 2023. Mr. Westenberg joins the Company from General Motors Company, where he served as the Vice President and Chief Financial Officer of General Motors North America since 2022; Vice President, Finance and Chief Financial Officer of SAIC-General Motors from 2018-2021; and Corporate Treasurer of General Motors Company from 2017-2018.

Mr. Westenberg will receive an annual base salary of $725,000. He will be eligible to participate in the Company's discretionary annual performance program, under which he is eligible to earn a cash bonus and a restricted stock unit award. He will also be eligible to participate in the Company's Long Term Incentive Program, pursuant to which he is eligible to earn an equity award based on the Company's attainment of specified goals over three-year performance periods. His target opportunity under each of these programs is 80% of his annual base salary, and the payment or granting of awards under these programs, as applicable, is based on individual performance and the Company’s attainment of specified goals and is capped at 200% of the target opportunity. In addition, Mr. Westenberg will receive a one-time cash sign-on bonus of $950,000 and an initial equity award of restricted stock units with a value of $2,000,000. Mr. Westenberg is also eligible for other benefits available to our executives, as further described in our Proxy Statement dated March 31, 2023.

There are no understandings or arrangements between Mr. Westenberg and any other person pursuant to which he was selected as an officer and there are no family relationships between Mr. Westenberg and any director or executive officer of the Company. There are and have been no transactions since the beginning of the Company’s last fiscal year, regarding Mr. Westenberg that are required to be disclosed by Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and

Exhibits.

(c) Exhibits

.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

September 21, 2023

Exhibit 99

Masco Corporation Names Richard Westenberg as

Vice President, Chief Financial Officer

LIVONIA, Mich.(September 21, 2023) - Masco Corporation (NYSE: MAS), one of the world’s leading manufacturers of branded home improvement and building products, today announced the election of Richard (Rick) Westenberg as Vice President, Chief Financial Officer, effective October 16, 2023.

Mr. Westenberg is a seasoned executive who brings to Masco over 25 years of experience, including nearly 15 years leading global finance organizations. Most recently, he served as Vice President and Chief Financial Officer of General Motors North America, overseeing the financial management and financial performance of this approximately $125 billion segment, and leading a team across the U.S., Canada and Mexico.

Prior to that, he served as Vice President, Finance and Chief Financial Officer of SAIC-General Motors, GM’s approximately $30 billion joint venture in China, with responsibility as a member of the executive committee for the key operational and strategic decisions of the joint venture. He held roles of increasing responsibility during his tenure at GM, including as the Corporate Treasurer and head of Corporate Financial Planning and Analysis. In addition to his extensive experience, Mr. Westenberg earned an M.B.A. from the University of Chicago, Booth School of Business, a Bachelor of Business Administration from the University of Notre Dame and was a Certified Public Accountant.

“I am very pleased to welcome Rick to Masco’s leadership team,” said Keith Allman, Masco President and Chief Executive Officer. “Rick is a strategic, accomplished leader with extensive financial and operational experience. His demonstrated excellence in leading diverse international teams and driving results in a global manufacturing business will be extraordinarily valuable to us as we continue to build upon our strong financial and operational foundation and deliver long-term value for our shareholders.”

About Masco

Headquartered in Livonia, Michigan, Masco Corporation is a global leader in the design, manufacture and distribution of branded home improvement and building products. Our portfolio of industry-leading brands includes Behr^®^ paint; Delta^®^ and hansgrohe^®^ faucets, bath and shower fixtures; Kichler^®^ decorative and outdoor lighting; and HotSpring^®^ spas. We leverage our powerful brands across product categories, sales channels and geographies to create value for our customers and shareholders. For more information about Masco Corporation, visit www.masco.com.

Investor Relations Contact

David Chaika

Vice President, Treasurer and Investor Relations

313.792.5500

david_chaika@mascohq.com

Media Contact

Sue Sabo

Director, Corporate Communications

313.792.6226

sue_sabo@mascohq.com