PAY VERSUS PERFORMANCE

The following table reflects compensation “actually paid” (as defined in the applicable SEC rules) to our Principal Executive Officer (PEO) and our

non-PEO

executive officers. Our Compensation Committee did not consider the information provided in the table in structuring or determining compensation for our executive officers. For a complete discussion of our executive compensation program, refer to the CD&A section above.

2022 PAY VERSUS PERFORMANCE TABLE



Year (a)	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($) (b)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (b)	Value of Initial Fixed $100 Investment Based on:		Net Income (in millions) ($) (d)	Company Selected Measure
					Masco Total Shareholder Return ($)	Peer Group Total Shareholder Return ($) (c)		Operating Profit (in millions) ($) (e)

2022	6,261,228	(7,130,941)	1,614,199	(1,055,881)	102	104	844	1,334

2021	13,410,774	30,690,004	3,190,993	6,693,250	150	147	410	1,412

2020	14,001,941	18,754,175	3,581,869	4,263,007	116	120	1,224	1,306

Year (column a):

For each year listed, our PEO is Keith J. Allman and our

non-PEO

executive officers are John G. Sznewajs, Richard A. O’Reagan, Jai Shah and Kenneth G. Cole.

Compensation “Actually Paid” to PEO and Average Compensation “Actually Paid” to

Non-PEO

executive officers (columns b):

The compensation “actually paid” to our PEO and our

non-PEO

executive officers reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2022, 2021 and 2020:


	PEO			Average of Non-PEOs

Total Reported in 2022 Summary Compensation Table		6,261,228			1,614,199

Less, grant date fair value of equity awards reported in the 2022 Summary Compensation Table		(4,886,111	)		(956,181	)

Plus, year-end fair value of equity awards granted in 2022 that are unvested and outstanding, as of 2022 year-end		6,696,354			1,338,718

Plus, change in the fair value as of 2022 year end for equity awards granted in prior years that are unvested and outstanding		(12,542,087	)		(2,514,590	)

Plus, change in fair value as of the vesting date of equity awards granted in prior years that vested during 2022		(2,736,067	)		(553,825	)

Plus, dividends earned during 2022 on unvested equity awards		75,742			15,798

Total Adjustments		(13,392,169	)		(2,670,080	)

Actual Compensation Paid for Fiscal Year 2022		(7,130,941	)		(1,055,881	)


	PEO			Average of Non-PEOs

Total Reported in 2021 Summary Compensation Table		13,410,774			3,190,993

Less, grant date fair value of equity awards reported in the 2021 Summary Compensation Table		(8,273,513	)		(1,645,343	)

Plus, year-end fair value of equity awards granted in 2021 that are unvested and outstanding, as of 2021 year-end		11,920,041			2,358,316

Plus, change in the fair value as of 2021 year end for equity awards granted in prior years that are unvested and outstanding		13,660,599			2,793,148

Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2021		(96,350	)		(18,599	)

Plus, dividends earned during 2021 on unvested equity awards		68,453			14,735

Total Adjustments		17,279,230			3,502,257

Actual Compensation Paid for Fiscal Year 2021		30,690,004			6,693,250


	PEO			Average of Non-PEOs

Total Reported in 2020 Summary Compensation Table		14,001,941			3,581,869

Less, grant date fair value of equity awards reported in the 2020 Summary Compensation Table		(8,371,933	)		(1,702,979	)

Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2020 Summary Compensation Table		(93,883	)		(294,594	)

Plus, year-end fair value of equity awards granted in 2020 that are unvested and outstanding, as of 2020 year-end		8,377,511			1,705,013

Plus, change in the fair value as of 2020 year end for equity awards granted in prior years that are unvested and outstanding		4,529,712			909,820

Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2020		237,915			47,999

Plus, dividends earned during 2020 on unvested equity awards		72,912			15,879

Total Adjustments		4,752,234			681,138

Actual Compensation Paid for Fiscal Year 2020		18,754,175			4,263,007

The fair value or change in fair value of equity awards reflected in the tables above were determined as follows:

•

For restricted stock awards and restricted stock units, using the closing stock price on the applicable

year-end

or vesting date.

•

For stock options, using a Black-Scholes value as of the applicable

year-end

or vesting date.

•

For PRSUs, using the closing stock price on the applicable

year-end

or vesting date and adjusted for the estimated performance achievements, as applicable.

Peer Group Total Shareholder Return (column c):

Our peer group total shareholder return is calculated using the Standard & Poor’s Consumer Durables & Apparel Index, which we use for the stock performance graph required by Item 201(e) of Regulation

S-K,

from December 31, 2019 through December 31 of the applicable listed year.

Net Income (column d):

Net income as reflected in the table above is as reported in our financial statements and is calculated in accordance with accounting guidelines. In 2021, our net income, as reported, was negatively impacted by

non-recurring

expense related to debt extinguishment and the settlement of our qualified domestic defined benefit pension plans.

Company Selected Measure - Operating Profit (column e):

Operating profit is the highest weighted financial performance metric in our annual performance program. To calculate our operating profit for purposes of this program we adjust our reported operating profit to exclude the effect of special charges and certain other

non-recurring

income and expenses. Operating profit is also a measure used in our calculation of ROIC under our LTIP. See “Our 2022 Annual Performance Program” above for a description of these adjustments for 2022.

Named Executive Officers, Footnote [Text Block]

For each year listed, our PEO is Keith J. Allman and our

non-PEO

executive officers are John G. Sznewajs, Richard A. O’Reagan, Jai Shah and Kenneth G. Cole.

PEO Total Compensation Amount

$ 6,261,228

$ 13,410,774

$ 14,001,941

Adjustment To PEO Compensation, Footnote [Text Block]

Compensation “Actually Paid” to PEO and Average Compensation “Actually Paid” to

Non-PEO

executive officers (columns b):

The compensation “actually paid” to our PEO and our

non-PEO

executive officers reflects the following adjustments from Total Compensation as reported in our Summary Compensation Table for the fiscal years 2022, 2021 and 2020:


	PEO			Average of Non-PEOs

Total Reported in 2022 Summary Compensation Table		6,261,228			1,614,199

Less, grant date fair value of equity awards reported in the 2022 Summary Compensation Table		(4,886,111	)		(956,181	)

Plus, year-end fair value of equity awards granted in 2022 that are unvested and outstanding, as of 2022 year-end		6,696,354			1,338,718

Plus, change in the fair value as of 2022 year end for equity awards granted in prior years that are unvested and outstanding		(12,542,087	)		(2,514,590	)

Plus, change in fair value as of the vesting date of equity awards granted in prior years that vested during 2022		(2,736,067	)		(553,825	)

Plus, dividends earned during 2022 on unvested equity awards		75,742			15,798

Total Adjustments		(13,392,169	)		(2,670,080	)

Actual Compensation Paid for Fiscal Year 2022		(7,130,941	)		(1,055,881	)


	PEO			Average of Non-PEOs

Total Reported in 2021 Summary Compensation Table		13,410,774			3,190,993

Less, grant date fair value of equity awards reported in the 2021 Summary Compensation Table		(8,273,513	)		(1,645,343	)

Plus, year-end fair value of equity awards granted in 2021 that are unvested and outstanding, as of 2021 year-end		11,920,041			2,358,316

Plus, change in the fair value as of 2021 year end for equity awards granted in prior years that are unvested and outstanding		13,660,599			2,793,148

Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2021		(96,350	)		(18,599	)

Plus, dividends earned during 2021 on unvested equity awards		68,453			14,735

Total Adjustments		17,279,230			3,502,257

Actual Compensation Paid for Fiscal Year 2021		30,690,004			6,693,250


	PEO			Average of Non-PEOs

Total Reported in 2020 Summary Compensation Table		14,001,941			3,581,869

Less, grant date fair value of equity awards reported in the 2020 Summary Compensation Table		(8,371,933	)		(1,702,979	)

Less, change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the 2020 Summary Compensation Table		(93,883	)		(294,594	)

Plus, year-end fair value of equity awards granted in 2020 that are unvested and outstanding, as of 2020 year-end		8,377,511			1,705,013

Plus, change in the fair value as of 2020 year end for equity awards granted in prior years that are unvested and outstanding		4,529,712			909,820

Plus, change in fair value as of the vesting date of equity awards granted in prior year that vested during 2020		237,915			47,999

Plus, dividends earned during 2020 on unvested equity awards		72,912			15,879

Total Adjustments		4,752,234			681,138

Actual Compensation Paid for Fiscal Year 2020		18,754,175			4,263,007

The fair value or change in fair value of equity awards reflected in the tables above were determined as follows:

•

For restricted stock awards and restricted stock units, using the closing stock price on the applicable

year-end

or vesting date.

•

For stock options, using a Black-Scholes value as of the applicable

year-end

or vesting date.

•

For PRSUs, using the closing stock price on the applicable

year-end

or vesting date and adjusted for the estimated performance achievements, as applicable.

Non-PEO NEO Average Compensation Actually Paid Amount

$ (1,055,881)

6,693,250

4,263,007

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Tabular List [Table Text Block]

Our Most Important Financial Performance Measures

The following financial performance measures are those measures which, in our assessment, represent the most important financial measures used by us to link our performance to compensation “actually paid” to our executive officers for 2022. The measures in this table are not ranked.

Earnings per Share

Net Sales

Operating Profit

Return on Invested Capital

Working Capital as a Percent of Sales