Aine Denari

About Aine L. Denari

Aine L. Denari (age 52) is an independent director of Masco Corporation, serving since 2022. She is Executive Vice President and President of Navico Group and Chief Technology Officer of Brunswick Corporation (marine products) since 2024; prior roles include President, Brunswick Boat Group (2020–2024) and senior leadership posts in automotive technology, consulting, and engineering, bringing deep product innovation, M&A integration, and technology strategy expertise, including AI/automation oversight. She serves on Masco’s Audit and Corporate Governance & Nominating Committees and is considered independent under NYSE standards, with the Board expressly evaluating and clearing immaterial transactions with her employer.

Past Roles

External Roles

Board Governance

• Committees: Audit Committee; Corporate Governance & Nominating Committee .
• Audit financial expert: All Audit Committee members (including Denari) are independent, financially literate, and qualify as “audit committee financial experts” under Item 407(d)(5)(ii) of Regulation S‑K .
• Independence and conflicts review: Board determined Denari is independent. It reviewed Masco’s purchases from Brunswick (approx. $415,000 in 2024 vs. Brunswick 2024 revenue $5.2B) and found no material interest; similarly, 2023 purchases were ~$155,000 vs. Brunswick 2023 revenue $6.4B; no material interest concluded .
• Attendance: In 2024, the Board held six meetings; each director attended at least 75% of Board and applicable committee meetings. In 2023, the Board held nine meetings; each director attended at least 75% .
• Tenure: Director since 2022 (Class II; term expiring at the 2026 annual meeting) .
• Say‑on‑pay context (signal of investor sentiment): 2024 say‑on‑pay received ~91% support .

Fixed Compensation

Masco non‑employee director program and Denari’s actual compensation:

Program structure (current): Annual cash retainer $130,000; annual equity retainer RSUs with grant‑date value $180,000 (vest in three equal installments over three years); Chair retainers: Board $200,000; Audit Chair $25,000; Compensation Chair $20,000; Governance Chair $20,000; no meeting fees. Director stock retention guideline: hold Masco stock valued at 5× annual cash retainer within 5 years of joining the Board .

Note: In 2023, equity retainer level was $160,000 and Governance Chair retainer was $15,000; both were raised for 2024/2025 .

Performance Compensation

Directors do not receive performance‑conditioned equity; RSUs are time‑vested (alignment, not performance pay). Annual director RSU grants and vesting:

Other Directorships & Interlocks

No other public company directorships for Denari are disclosed in Masco’s proxy; thus no disclosed interlocks beyond the immaterial Brunswick transactions reviewed above .

Expertise & Qualifications

• Product innovation and technology: Leads enterprise technology strategy and advanced development (including AI) at Brunswick; prior leadership in ADAS/automated driving at ZF .
• M&A/integration: Directed ZF–TRW integration, including strategy and implementation across functions and systems .
• Operations/brand leadership: P&L leadership across 23 marine brands; significant marketing and brand management responsibility .
• Financial oversight: Serves on Masco’s Audit Committee; committee members qualify as audit committee financial experts under SEC rules .

Equity Ownership

Masco prohibits director hedging/pledging unless pre‑approved; the Board reports no such approvals for directors, reducing misalignment risk .

Governance Assessment

• Board effectiveness and oversight: Denari contributes deep technology, product, and integration expertise across Audit and Governance Committees; Audit membership plus “financial expert” committee status are positives for financial oversight credibility .
• Independence and conflicts: The only disclosed related‑party exposure involves modest purchases from Brunswick; magnitudes remained de minimis relative to Brunswick revenues, and the Board concluded no material interest—mitigating conflict risk. Continued disclosure and recusal where appropriate are advisable optics for Audit deliberations touching vendors .
• Engagement and attendance: Board‑wide attendance met at least the 75% threshold in 2023 and 2024; independent sessions held; this supports engagement but does not isolate individual attendance beyond the threshold .
• Alignment and incentives: Director pay mix is balanced (cash + multi‑year RSUs). The higher 2024/2025 equity retainer and a robust 5× retainer ownership guideline enhance alignment; Denari’s beneficial holdings are modest by share count but complemented by unvested RSUs and the retention requirement .
• Red flags: None acute. Potential perception risk from concurrent executive role at Brunswick is mitigated by immaterial transaction levels and independence determinations; no related‑party transactions requiring disclosure; hedging/pledging generally prohibited without approvals (none granted) .

Overall, Denari appears to strengthen Masco’s board with relevant technology and integration skillsets, with low conflict exposure and standard director alignment mechanisms in place. Continued monitoring of Masco–Brunswick dealings and disclosure rigor remains prudent for investor confidence.