Christopher O’Herlihy
MASCO CORP /DE/About Christopher O’Herlihy
Independent director of Masco Corporation since 2013 (age 61), currently Chair of the Compensation and Talent Committee. He is President and Chief Executive Officer of Illinois Tool Works Inc. (ITW) since 2024, with more than 30 years at ITW spanning global manufacturing, international operations, product development, and enterprise leadership, aligning him with Masco’s needs in operations, talent, and strategy . Other public company board service: ITW (since 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Tool Works Inc. | President & CEO | 2024–present | Leads global diversified industrial manufacturer; deep manufacturing and international oversight |
| Illinois Tool Works Inc. | Vice Chair | 2015–2023 | Enterprise strategy and leadership across ITW businesses |
| Illinois Tool Works Inc. | EVP, Food Equipment Group (worldwide) | 2010–2015 | Global P&L responsibility; product and market development |
| Illinois Tool Works Inc. | Group President – Food Equipment Group Worldwide | 2010 | Global operations leadership |
| Illinois Tool Works Inc. | Group President – Food Equipment Group International | 2009–2010 | International expansion across Europe, South America, Asia |
| Illinois Tool Works Inc. | Multiple roles incl. Polymers & Fluids Group | ~30 years | Progressively senior operating roles in manufacturing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Illinois Tool Works Inc. | Director | Since 2024 | Current CEO; board service initiated 2024 |
Board Governance
| Committee | Role | 2024 Meetings | Independence | Key Responsibilities |
|---|---|---|---|---|
| Compensation & Talent | Chair | 5 | All members independent; Nudi exited committee upon becoming CEO (Mar 5, 2025) | Executive pay oversight, CEO goals/evaluation, succession planning, talent strategy, equity awards, AIP and LTIP metrics, peer group, comp risk review |
| Audit | Member? | — | — | — |
| Governance & Nominating | Member? | — | — | — |
- Board held six meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 Annual Meeting. Independent directors meet in executive session at least annually (presided by Chair of the Board, Lisa A. Payne) .
- Director independence affirmed; board majority is independent. O’Herlihy evaluated for independence given Masco’s purchases ($267k) and sales ($100k) with ITW in 2024; board determined no material interest and maintained independence .
- 2024 shareholder say-on-pay approval was ~91%, signaling broad support for pay practices overseen by the committee O’Herlihy chairs .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Standard non-employee director retainer |
| Committee chair retainer (Compensation) | $20,000 | Compensation Committee chair fee |
| Total cash fees earned (2024) | $150,000 | Reported director cash fees for O’Herlihy |
| Matching gifts (All Other Comp) | $5,000 | Company match to eligible charities |
| Meeting fees | None | No meeting fees paid in 2024 |
Director compensation table (2024 actual):
| Name | Cash Fees ($) | RSUs ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Christopher A. O’Herlihy | $150,000 | $180,052 | $5,000 | $335,052 |
Program design:
- Annual equity retainer of RSUs valued at $180,000; vest in three equal installments over three years; program cap: $750,000 grant-date value per year for director equity .
- Stock ownership guideline: retain shares valued at five times annual cash retainer within five years of joining the board .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Non-employee director RSUs | May 2024 | 2,490 | $180,052 | Pro rata over three years |
Notes:
- Director equity is time-based; no director-specific performance metrics apply to these RSUs. Vesting schedule aligns director incentives with shareholder value over time .
Other Directorships & Interlocks
| External Company | Role | Potential Interlock | 2024 Transactions | Board View |
|---|---|---|---|---|
| Illinois Tool Works Inc. | CEO; Director | Masco purchases/sales with ITW | Purchases ~$267,000; Sales ~$100,000 | Board does not believe O’Herlihy has a material interest; independence maintained |
Expertise & Qualifications
- Business operations and leadership across complex global manufacturing enterprises .
- International experience overseeing operations in Europe, South America, and Asia .
- Manufacturing expertise from 30+ years at ITW .
- Talent management experience leading and developing executive-level talent .
Equity Ownership
| Holder | Shares Beneficially Owned | % Voting Power | Unvested Director RSUs (12/31/2024) | Shares acquirable by 3/1/2025 (RSU vesting) | Options/SAR exercisable by 3/1/2025 |
|---|---|---|---|---|---|
| Christopher A. O’Herlihy | 40,722 | <1% | 5,494 | — | — |
Insider Trades
| Date (Filing) | Transaction Date | Security | Type | Shares | Post-Transaction Holdings |
|---|---|---|---|---|---|
| May 13, 2025 | May 9, 2025 | MAS Common Stock | Form 4, Code A (Stock Award) | 2,900 | 49,116 |
| May 13, 2025 | May 9, 2025 | MAS Common Stock | Director RSU grant (reported) | 2,900 | 49,116 |
| May 9, 2024 | May 9–10, 2024 | MAS Common Stock | Director RSU grant (reported) | 2,490 | 46,216 |
Governance Assessment
- Committee leadership and engagement: As Compensation Committee Chair, O’Herlihy oversaw annual incentive and LTIP metric-setting, succession planning, equity plan administration, and peer group review; committee met five times in 2024 and conducted shareholder engagement and risk assessment of compensation practices (no material adverse risk identified) . Signal: strong governance process and pay discipline.
- Independence and conflict review: Board explicitly reviewed Masco’s limited transactions with ITW and affirmed O’Herlihy’s independence, reducing interlock concerns given low dollar amounts vs. ITW scale . Signal: mitigated conflict risk through policy and review.
- Board attendance: All directors met at least the 75% threshold and attended the Annual Meeting; independent directors hold executive sessions, supporting effective oversight and independent dialogue . Signal: satisfactory engagement.
- Director compensation alignment: Mix of cash ($150k total cash fees for O’Herlihy including committee chair) and time-vested RSUs ($180,052 grant) tied to multi-year vesting; stock ownership guideline at 5x cash retainer enhances alignment . Signal: alignment with long-term shareholder value.
- Shareholder support: 91% say-on-pay approval in 2024 under the compensation framework O’Herlihy helps oversee . Signal: investor confidence in pay practices.
RED FLAGS
- Potential interlock: Concurrent CEO role and board seat at ITW; Masco has minor transactions with ITW (purchases ~$267k; sales ~$100k in 2024). Board concluded no material interest and maintained independence, but continued monitoring advisable .
- No other red flags disclosed (e.g., pledging, related party loans, low attendance, tax gross-ups for directors). If additional concerns arise, review future Item 5.07 vote results and related-person transactions disclosures .