What is Jonathon Nudi's background?

Nudi has served as Group President, Pet, International and North America Foodservice at General Mills since January 2024. He previously was Group President, North American Retail at General Mills from 2016, and has held roles of increasing responsibility over a 30-year career at General Mills. He has been a Masco Class I director since June 2023 and will stop receiving director compensation as of the Effective Date.

What compensation will Nudi receive?

Nudi will receive a $1,100,000 base salary, a target annual cash bonus of 150% of base salary, annual RSUs and stock options each valued at 159% of base salary, and LTIP eligibility with a grant value target of 318% of base salary. He will also receive a $1,120,000 stock option grant and $1,120,000 in RSUs on the Effective Date, a one-time $350,000 relocation bonus, and personal use of company aircraft subject to policy.

Are there any retention arrangements for other executives?

On March 5, 2025, Masco entered into a retention incentive agreement with Group President Jai Shah. He will receive RSUs valued at $1,500,000, with half vesting one year after the March 6, 2025 grant date and the remaining half vesting two years after, subject to continued employment and accelerated vesting under specified termination circumstances.

MAS 8-K: Leadership Changes

01—Abstract

Summary

Summary of the 8-K filed March 6, 2025. Cited figures are marked; the original filing is the authoritative source.

On March 6, 2025, Masco Corporation announced a CEO succession plan.

Keith J. Allman will retire as President and Chief Executive Officer effective July 6, 2025, and the Board has elected Jonathon J. Nudi, 54, to succeed him effective July 7, 2025.

Nudi has been Group President, Pet, International and North America Foodservice at General Mills since January 2024, has served at General Mills for about 30 years, and has been a Class I director of Masco since June 2023. He will stop receiving director compensation as of the Effective Date. Nudi's compensation package includes an annual base salary of $1,100,000,^a a target annual cash bonus of 150% of base salary, an annual RSU award and an annual stock option grant each valued at 159% of base salary, and eligibility for the 2025-2027 Long-Term Incentive Program with a grant value target of 318% of base salary.

His first stock option grant, on the Effective Date, is valued at $1,120,000,^b and he will also receive RSUs valued at $1,120,000 as a partial make-whole, both vesting ratably in three equal installments beginning February 25, 2026. He will also receive a one-time relocation bonus of $350,000 and personal use of company aircraft under the corporate aircraft policy.

Separately, on March 5, 2025, Masco entered into a retention incentive agreement with Group President Jai Shah, who will receive RSUs valued at $1,500,000^c that vest in two equal halves, one and two years after the March 6, 2025 grant date. The filing also references Exhibit 99.1, a press release announcing the leadership transition, in which Board Chair Lisa Payne cites double-digit EPS compound annual growth and approximately 14% compound annual total shareholder return over the past decade under Allman.

02—Key points

Key Highlights

Keith J. Allman retires as President and CEO effective July 6, 2025, after serving in that role for about 11 years, per the press release.
Jonathon J. Nudi, 54, a Class I director since June 2023 and a 30-year General Mills veteran, will become President and CEO effective July 7, 2025.
Nudi's base salary is $1,100,000, with a 150% target annual cash bonus and first eligibility for a 2025 bonus paid in February 2026 on a pro-rata basis.
Nudi's equity package includes annual RSUs and stock options each valued at 159% of base salary, plus LTIP eligibility with a 318% of base salary grant value target for the 2025-2027 period.
Nudi receives a $1,120,000 stock option grant and a $1,120,000 RSU grant on the Effective Date, described as a partial make-whole, both vesting in three equal annual installments starting February 25, 2026.
Nudi receives a one-time $350,000 relocation bonus, subject to repayment if employment ends under specified circumstances, and personal access to company aircraft.
Group President Jai Shah received a retention award of RSUs valued at $1,500,000, vesting in two equal halves at one and two years after the March 6, 2025 grant date.

03—Questions

Frequently Asked Questions

Who will succeed Keith Allman as Masco's CEO, and when does the change take effect?
Jonathon J. Nudi will succeed Keith J. Allman as President and Chief Executive Officer effective July 7, 2025. Allman retires effective July 6, 2025.
What is Jonathon Nudi's background?
Nudi has served as Group President, Pet, International and North America Foodservice at General Mills since January 2024. He previously was Group President, North American Retail at General Mills from 2016, and has held roles of increasing responsibility over a 30-year career at General Mills. He has been a Masco Class I director since June 2023 and will stop receiving director compensation as of the Effective Date.
What compensation will Nudi receive?
Nudi will receive a $1,100,000 base salary, a target annual cash bonus of 150% of base salary, annual RSUs and stock options each valued at 159% of base salary, and LTIP eligibility with a grant value target of 318% of base salary. He will also receive a $1,120,000 stock option grant and $1,120,000 in RSUs on the Effective Date, a one-time $350,000 relocation bonus, and personal use of company aircraft subject to policy.
Are there any retention arrangements for other executives?
On March 5, 2025, Masco entered into a retention incentive agreement with Group President Jai Shah. He will receive RSUs valued at $1,500,000, with half vesting one year after the March 6, 2025 grant date and the remaining half vesting two years after, subject to continued employment and accelerated vesting under specified termination circumstances.

04—Continue

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