Charles Stevens
MASCO CORP /DE/About Charles K. Stevens, III
Independent director of Masco since 2018; age 65. Former Executive Vice President and Chief Financial Officer of General Motors. At Masco, he chairs the Audit Committee and serves on the Compensation and Talent Committee, and is considered an “audit committee financial expert.” His background spans 40+ years at GM with extensive finance, risk, and international operating experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Executive Vice President & Chief Financial Officer | 2014–2018 | Led global finance, investor relations; developed/ executed strategies; deep risk oversight |
| General Motors Company | Advisor | 2018–2019 | Senior advisory capacity post-CFO |
| GM North America | Chief Financial Officer | 2010–2014 | Regional CFO leadership; risk/controls |
| GM South America | Interim Chief Financial Officer | 2011–2013 | Regional interim CFO responsibilities |
| GM de Mexico | Chief Financial Officer | 2008–2010 | Country CFO |
| GM Canada | Chief Financial Officer | 2006–2008 | Country CFO |
| GM Asia Pacific (incl. China, Singapore, Indonesia, Thailand) | Various leadership roles | Multiple years (part of >15 yrs internationally) | International finance/operations leadership |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| Genuine Parts Company | Director | Since 2024 | Current public company directorship |
| Flex Ltd. | Director | Since 2018 | Current public company directorship |
| Eastman Chemical Company | Director | 2022–2024 | Prior public board |
| Tenneco Inc. | Director | 2020–2022 | Prior public board |
Board Governance
- Independence: Masco classifies Stevens as an independent director; each member of the Audit, Compensation, and Governance committees is independent under NYSE standards.
- Committees: Audit Committee Chair; member, Compensation and Talent Committee. Audit Committee held 5 meetings in 2024; Compensation Committee held 5. All Audit members are financially literate and qualify as “audit committee financial experts.”
- Attendance: The Board met 6 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all then‑serving directors attended the 2024 Annual Meeting. Independent directors meet in executive session at least once per year.
- Board leadership context: Masco has an independent Chair (Lisa A. Payne) and maintains separation of Chair/CEO roles; if combined in future, a Lead Independent Director would be elected.
Fixed Compensation (Non‑Employee Director)
| Element | Amount/Detail |
|---|---|
| 2024 Cash fees (Stevens) | $155,000 (includes $130,000 annual cash retainer + $25,000 Audit Chair retainer) |
| 2024 Equity grant (Stevens) | RSUs grant-date fair value $180,052; 2,490 RSUs granted to each non-employee director (May 2024) |
| Total 2024 Director pay (Stevens) | $335,052 |
| Vesting | Director RSUs vest in three equal annual installments over three years |
| Program structure | Annual cash retainer $130,000; Annual equity retainer $180,000 in RSUs; Chair retainers: Board $200,000; Committee Chairs: Audit $25,000, Compensation $20,000, Governance $20,000; no meeting fees paid in 2024 |
| Other director benefits | Matching gifts up to $5,000/year; product rebates for personal use; spouse may accompany on company aircraft if space available |
| Stock ownership guideline (directors) | 5x annual cash retainer within 5 years of joining the Board |
Performance Compensation
- Not applicable to non‑employee directors; director equity is time‑based RSUs, not performance‑linked awards.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Genuine Parts Company (since 2024); Flex Ltd. (since 2018) |
| Prior public boards | Eastman Chemical Company (2022–2024); Tenneco Inc. (2020–2022) |
| Related‑party or interlocks with Masco | Masco disclosed no related person transactions for 2024; independence review did not attribute any transactional material interest to Stevens |
Expertise & Qualifications
- Finance & accounting: Extensive CFO experience overseeing all finance and accounting functions, investor relations, and complex financial operations.
- Risk management: Strong analytical/strategic finance skills applicable to enterprise risk evaluation and mitigation.
- International operations: 15+ years in leadership roles across South America, Mexico, and Asia Pacific.
- Audit committee financial expertise: Audit Committee states all members qualify under SEC rules; Stevens chairs the committee.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (12/31/2024) | 7,046 shares; less than 1% of voting power |
| Unvested director RSUs (12/31/2024) | 5,494 units |
| Shares acquirable by Mar 1, 2025 (options/RSUs) | Not listed with acquirable shares in table (no entry for Stevens) |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors; no such arrangements have been approved by the Board |
| Director ownership guideline | Directors must hold shares valued at 5x annual cash retainer within 5 years (company-wide policy; individual compliance not disclosed) |
Governance Assessment
- Positives: Independent director; Audit Committee Chair and “financial expert” credentials; significant CFO and international experience; no 2024 related‑party transactions; robust director equity holding requirements; hedging/pledging prohibited. These support board oversight quality and investor alignment.
- Engagement/attendance: Board met 6 times; each director attended ≥75% of Board/committee meetings; independent director executive sessions held at least annually.
- Compensation alignment: Director pay balanced between cash and time‑based RSUs with 3‑year vesting; ownership guideline of 5x cash retainer heightens alignment.
- Watch items: Multiple external board roles (Genuine Parts; Flex) to monitor for time commitments, though Masco notes committee members are independent and Audit leadership is strong. No independence concerns specific to Stevens were cited.