Heath M. Eisman
MASCO CORP /DE/About Heath M. Eisman
Heath M. Eisman (age 50) was appointed Vice President, Controller and Chief Accounting Officer of Masco, effective February 27, 2025. He previously served as Masco’s Director of Financial Reporting since 2014, following roles at Caterpillar (SEC Reporting and Technical Accounting Manager) and 16 years at PricewaterhouseCoopers. He steps into the CAO role amid resilient company performance: 2024 operating profit rose 1% to $1,363 million with margin up 50 bps to 17.4% ; Masco guided 2025 adjusted EPS to $3.90–$3.95 and reported Q3 2025 net sales of $1,917 million and diluted EPS of $0.90 . Masco’s pay-versus-performance table shows 2024 cumulative TSR value of $151 on an initial $100, versus peer group $108 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Masco Corporation | Director, Financial Reporting | 2014–2025 | Led SEC reporting and financial reporting processes |
| Caterpillar Inc. | SEC Reporting & Technical Accounting Manager | Prior to 2014 (years not disclosed) | Oversight of SEC reporting and technical accounting |
| PricewaterhouseCoopers | Various roles of increasing responsibility | 16-year period (dates not disclosed) | Audit/technical accounting depth across multiple engagements |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company states no related transactions requiring disclosure, and no arrangements leading to selection as officer |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $310,000 annually |
| Target Annual Cash Bonus | 40% of base salary; payout capped at 200% of target |
| Annual RSU Award | Value equal to 40% of base salary; vests ratably over 3 years |
| Long-Term Incentive Program (LTIP) | Target opportunity 40% of base salary; three-year performance period; payout capped at 200% of target |
| Stock Options | Granted per program; vest ratably over 3 years; exercise price set by policy; 10-year term |
Performance Compensation
Company’s disclosed incentive framework and most recent results (applies to executives including Eisman’s eligible programs; individual payouts for 2025 not yet disclosed):
| Metric | Weight | 2024 Target | 2024 Actual (as adjusted) | Performance % | Payout Vehicle | Vesting |
|---|---|---|---|---|---|---|
| Operating Profit ($USD Millions) | 75% | $1,379 | $1,372 | 73% | Cash + RSUs under annual program | RSUs vest in equal installments over 3 years |
| Net Sales ($USD Millions) | 25% | $7,972 | $7,828 | 15% | Cash + RSUs under annual program | RSUs vest in equal installments over 3 years |
| Total Annual Program Performance | — | — | — | 88% | Cash + RSUs | RSUs vest over 3 years |
| LTIP Metrics (2022–2024) | 60% Cumulative EPS; 40% 3-yr avg ROIC | Thresholds set ex-ante | Not achieved (0% payout) | 0% | PRSUs (performance RSUs) | Earned/forfeited at end of 3-year period |
| LTIP Update | Added relative TSR vs S&P 500 Consumer Durables starting 2023 | — | — | — | PRSUs | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Direct) | 14,467 common shares (Form 3 filed 3/4/2025) |
| Shares Outstanding (reference) | 207,695,621 common shares outstanding at 9/30/2025 |
| Ownership as % of Shares Outstanding | ~0.007% (= 14,467 / 207,695,621) |
| Stock Ownership Guidelines | All other executive officers: 2x base salary; CEO: 6x; CFO: 3x |
| Time to Compliance | Executives must comply within 3 years of becoming subject to the requirement |
| Hedging & Pledging | Hedging prohibited; pledging prohibited unless preapproved (no approvals reported) |
| Vested vs. Unvested; Options Status | Not disclosed for Eisman; RSUs vest pro rata over 3 years; options vest pro rata over 3 years |
Insider selling pressure: We searched for Form 4 transactions for Eisman and found only his initial Form 3; no Form 4 trades were returned in our document search (monitor future filings) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Date & Role | Appointed VP, Controller & CAO, effective Feb 27, 2025 |
| Employment Agreement | None; Masco does not have employment or change-in-control agreements for executives; at-will employment |
| Severance | No fixed multiples disclosed; company may enter severance or post-termination arrangements at discretion |
| Change-in-Control Economics | Double-trigger vesting for equity (requires termination, good reason, or lack of comparable replacement awards) |
| Clawback | Dodd-Frank/NYSE-compliant recoupment of incentive comp for 3 years prior to applicable trigger in case of restatement |
| Non-Compete/Non-Solicit | Equity awards include restrictions against competitive activities while holder and for one year thereafter |
| Perquisites | Limited perqs (e.g., aircraft personal use subject to limits, financial planning up to $10k) apply to executive officers; specifics for Eisman not disclosed |
Company Performance Snapshot (context for Eisman’s tenure)
| Metric | FY 2024 | Q3 2025 |
|---|---|---|
| Operating Profit ($USD Millions) | $1,363 | $303 (quarter) |
| Operating Margin (%) | 17.4% | 15.8% (as reported) |
| Net Sales ($USD Millions) | $7,828 (reported) | $1,917 (quarter) |
| Diluted EPS ($USD) | — | $0.90 (quarter) |
| 2025 Adjusted EPS Guidance ($USD) | — | $3.90–$3.95 |
| TSR Value of $100 (Company vs Peer) | $151 (Masco); $108 (Peer) | — |
Compensation Structure Analysis
- Pay-for-performance emphasis: Annual incentives tied to operating profit (75%) and net sales (25%), plus 3-year LTIP based on EPS, ROIC, and added relative TSR starting 2023 .
- Equity mix: RSUs and options vest ratably over 3 years; PRSUs contingent on multi-year goals (no option repricing without shareholder approval) .
- Governance protections: Clawback policy, double-trigger change-in-control vesting, hedging/pledging prohibitions, and ownership requirements (2x salary for executives like CAO) .
Say-on-Pay & Peer Group (program benchmarking)
- Say-on-Pay support: 91% approval at 2024 Annual Meeting, indicating strong shareholder alignment .
- Compensation Peer Group: DOV, FTV, FBIN, ITW, LEG, MHK, NWL, OC, PNR, PPG, RPM, SNA, SWK, SHW, TT, WHR, XYL .
Investment Implications
- Alignment and retention: Eisman’s package (40% target bonus/RSU/LTIP, three-year vesting, ownership guideline) promotes longer-term alignment and retention; hedging/pledging bans reduce misalignment risk .
- Payout sensitivity: Annual and LTIP payouts are tightly linked to operating profit, net sales, EPS, ROIC, and relative TSR—monitor execution against 2025 guidance ($3.90–$3.95 adj. EPS) and quarterly trends for incentive outcomes .
- Trading signals: No Form 4 sales identified to date; watch upcoming RSU grants/vests and any option awards for potential withholding-related share disposals and insider activity as filings occur .
- Governance strength: Clawback, double-trigger CoC treatment, and at-will status mitigate severance inflation risks; absence of tax gross-ups and repricing restrictions are shareholder-friendly .