AGM 2021

May 12, 2021

Good morning, and welcome to Masco's 2021 Annual Meeting of Stockholders. I'm pleased to introduce Mr. Mike Lache, Masco's Chair of the Board. Please go ahead. Thank you and good morning. At this meeting, we'll address 3 items of stockholder consideration for stockholder consideration and then answer your questions about these matters in accordance with the meeting's rules of conduct that have been posted on to this website. The meeting will now come to order. Ken Cole, our General Counsel and Secretary will act as Secretary of the meeting. Attending today's meeting are the members of our Board of Directors as well as representatives from PricewaterhouseCoopers, our independent auditors. The first order of business is to determine that proper notice of this meeting was given. Affidavits from Broadridge Financial Solutions and Morozotelli LLC confirmed that our proxy materials were provided to each stockholder of record beginning on March 31, 2021. To determine whether we have a quorum, Mr. Greg Malatia, our Inspector of Elections, will now give us his report. Mr. Chairman, Broadridge Financial Solutions has examined Masco's Corporation stockholder records and confirmed that on March 15, 2021, the record date for this meeting, there were 253,292,659 shares of Masco Corporation common stock issued and outstanding, each of which is entitled to one vote. We also have examined the tabulations and proxies and report that stockholders holding a majority of the stock entitled to vote are present at this meeting or by proxy and that there is a a quorum. Thank you. The meeting records will include Broadridge and Morrow's affidavits and other pertinent documents. Since we have a quorum, we will proceed with the business of the meeting. Under our bylaws, only matters for which we have received proper notice may be considered at this meeting. Since we have not received such notice, the only matters to be voted upon today are those described in our proxy statement. The polls are now open for voting. Most stockholders have voted by proxy. If any stockholder has not yet voted or wishes to change the vote on his or her proxy, you can do that by clicking on the voting button on the web portal and following the instructions. The first item to be voted on is the election of directors. Our certificate of incorporation provides for a board divided into 3 classes. The terms of our Class III directors expire at this meeting. The board proposes the reelection of Mark R. Alexander, Marie A. Foulkes and John C. Plant to serve as Class III Directors with terms expiring at the annual meeting of stockholders in 2024 or at the time their respective successors are elected and qualified. Our certificate of incorporation describes how our stockholders can nominate persons for election to our Board. We did not receive any such nominations and therefore the director nominations are closed. The second matter to be voted on is the approval by advisory vote of the compensation paid our Director our named executive officers as described in our proxy statement. The final matter to be voted on is the ratification of PricewaterhouseCoopers LLP to continue as our independent auditors in 2021. All matters to be considered at this meeting have now been presented as everyone has had an opportunity to vote. The polls are now closed. Mr. Malatia, would you please report on the votes cast? Mr. Chairman, the Inspector of Elections has tabulated the votes cast for the election of 3 Class III directors and for the 2 additional proposals described in the company's proxy statement. The examination confirms that all proxies and ballots upon which the tabulation and count are based are valid and may be included in the stockholder vote. The preliminary report shows that a majority of votes cast are in favor of the election of Mark R. Alexander, Marie A. Foulkes and John C. Plant as Class III Directors. That a majority of votes cast by advisory vote were voted for the compensation paid to the company's named executive officers and that a majority of votes cast are in favor of the ratifying the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2021. Thank you. You have heard the voting results and the inspectors final report will be filed with the minutes of the meeting. I would now like to ask our Assistant Secretary if we have received any questions through the web portal. Mr. Lache, we do have one question. This has been submitted by a representative of the Carpenter Pension Funds, which notes that that fund holds a total of over 400,000 shares of our stock. They do note that they support our executive compensation plan, but as long term investors in the company, they believe that the executive comp plan should be designed to drive successful execution of the Board's long term strategic business plan and they're concerned that many executive compensation plans are formulaic, peer related plans and have simplistic annual say on pay voting reinforcement in those plans. And so they would be interested if you could speak to whether Masco's plan is tailored specifically to our company's particular circumstances and our long term strategic business plan? Thank you, Yvette. First of all, thank you to the Carpenters Union for being long term investors and thank you for your support on say on pay that we received from you this year. What I would say about that is and by the way, I give you a couple of perspectives. 1, as the Chairman, but also as I've been a member of the comp committee for many years and that's one of the thing that the comp committee and the full board have been very much focused on to make sure that our long term well, that our executive comp plan in total has a long term aspect to it that is equity oriented and that is tied to our strategy. And I feel very comfortable that that has been the case at Masco. We've modified the plan at times in the past to make sure that that's more true today than perhaps it was even 5 years ago. So I appreciate your question. And I think the comp committee and the board is doing exactly what you would hope that we would be doing in that regard. And I'm sure that they will continue to do so. Yvette, are there any other questions? Mike, there are no other questions. Okay. Thank you. This completes the formal business to be conducted at this meeting and the annual meeting is officially adjourned. As my service on this board is concluding today, I want to thank my fellow board members for their support and dedicated service over the past few years. It has been an honor to work with you and to lead this distinguished group. I would also like to welcome Lisa Payne as the Chair of the Masco Board of Directors. Lisa has been a Board member for 15 years. She has served as the Chair of the Audit Committee for 5 years and also serves on the organization and comp committee. I am confident that with her extensive experience, she will be a great leader for the Masco Board. In addition, Richard Manougion's service on the Board is also concluding with this meeting. Richard joined the Board in 1964, became Chairman of the Board in 1985 and held that position for 27 years. Needless to say, his contributions to this Board have been way beyond significant. On behalf of the board, I would like to extend our deep gratitude to Richard for more than 5 decades of service. And now I will turn things over to Keith Allman, our President and CEO of Masco. Thank you very much, Mike, and good morning. I would also like to extend a warm welcome to Lisa Payne. Lisa, you have been a great asset to our Board, and I look forward to continue working with you. I would like to take this opportunity to thank Mike Losch for his service to our Board. Mike joined Masco's Board in 2003 and was named Chair of the Board in 2015. Mike, on a personal and professional level, I would like to thank you for your counsel. And on behalf of the entire Masco executive leadership team, I extend our gratitude to you for your deep commitment and thoughtful guidance over the years. You will be greatly missed. As Mike mentioned, Richard Manougien is also concluding his service on the Board with today's meeting. While Mike mentioned Richard's extraordinary service to the Board, just as important has been his leadership of this company. While I could never acknowledge all of Richard's contributions to Masco as we seriously would be here for days, I would like to take a few minutes to share the highlights. Richard joined Masco in 1958. And in 1961, Richard led the completion of Masco's first acquisition, Peerless Industries. Richard then developed and executed a bold expansion plan that ushered in an era of rapid growth at Masco that has rarely been equaled in American industry. In 1968, he was named Masco's President and Chief Operating Officer. This was an extremely challenging position as Richard not only had to follow in the footsteps of Masco's Founder and First CEO, Alex Manougian, he had to continue his father's and his family's legacy. He rose to the occasion. And 1 year after Richard was named President and COO, Masco was listed on the New York Stock Exchange. In 2007, after almost 50 years of employment, Richard stepped down as Chief Executive Officer. Richard, you were the architect of the dramatic growth of Masco, enabling this company to become a global leader in the design, manufacturer and distribution of branded home improvement and building products. We are grateful for your long term leadership of this company and your navigation through many crises and various phases of transformation and diversification over the years. Even more importantly, we are grateful for the culture of excellence and execution that you fostered and that continues to this day. Under your leadership, Masco secured a reputation of being an ethical company with respect for the individual. Thousands of employees have learned firsthand from you the importance of family and giving back to the community. I want to personally thank you for your mentorship and sharing with me your firsthand knowledge of the company's operations and our industry. I offer to you my sincerest thanks for your leadership as your service concludes today. Our executive leadership team and our 18,000 employees across the globe and our shareholders are forever grateful for your service to Masco. This concludes our meeting. Thank you for attending today and for your continued support of Masco. Thank you. Masco Corporation's Annual Stock